ServiceNow, Inc. — Director's Dealing 2012

Jun 28, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2012-06-28

Reporting Person: JMI Associates V LLC (Director, 10% Owner)
Reporting Person: JMI Equity Fund V L P (Director, 10% Owner)
Reporting Person: JMI EQUITY FUND V AI L P (Director, 10% Owner)
Reporting Person: JMI EQUITY FUND IV LP (Director, 10% Owner)
Reporting Person: JMI Equity Fund IV (AI), LP (Director, 10% Owner)
Reporting Person: JMI EURO EQUITY FUND IV L P (Director, 10% Owner)
Reporting Person: JMI Associates IV, LLC (Director, 10% Owner)
Reporting Person: JMI Equity Side Fund, LP (Director, 10% Owner)
Reporting Person: JMI Side Associates, LLC (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24068	Indirect
Common Stock	8434	Indirect
Common Stock	150	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (10000000)		Indirect
Series A Convertible Preferred Stock	$		Common Stock (3503760)		Indirect
Series A Convertible Preferred Stock	$		Common Stock (62400)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (15954544)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (5590088)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (99560)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (3934424)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (1378528)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (24552)		Indirect

Footnotes

F1: These securities are shares of Series A Convertible Preferred Stock (the "Series A Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series A Shares do not have an expiration date. Upon a Qualified IPO (as defined in Article Fourth, Section B.4(k)(i) of the Issuer's Restated Certificate of Incorporation, as the same may be amended from time to time), each Series A Share will convert into eight shares of Common Stock as shown in column 3.

F2: These securities are shares of Series B Convertible Preferred Stock (the "Series B Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series B Shares do not have an expiration date. Upon a Qualified IPO (as defined in Article Fourth, Section B.4(k)(i) of the Issuer's Restated Certificate of Incorporation, as the same may be amended from time to time), each Series B Shares will convert into eight shares of Common Stock as shown in column 3.

F3: These securities are shares of Series C Convertible Preferred Stock (the "Series C Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series C Shares do not have an expiration date. Upon a Qualified IPO (as defined in Article Fourth, Section B.4(k)(i) of the Issuer's Restated Certificate of Incorporation, as the same may be amended from time to time), each Series C Shares will convert into eight shares of Common Stock as shown in column 3.

F4: As of the date hereof, JMI Equity Fund V, L.P. ("Fund V") owns 22,750 shares of Common Stock, 1,181,565 Series A Shares, 1,885,133 Series B Shares and 464,878 Series C Shares and JMI Equity Fund V (AI), L.P. ("Fund V (AI)" and together with Fund V, collectively the "Equity V Funds") owns 1,318 shares of Common Stock, 68,435 Series A Shares, 109,185 Series B Shares and 26,925 Series C Shares. JMI Associates V, L.L.C. is the general partner of the Equity V Funds and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by the Equity V Funds. (Continued to footnote 5)

F5: JMI Associates V, L.L.C. disclaims Section 16 beneficial ownership of the shares of Common Stock, Series A Shares, Series B Shares and Series C Shares held by the Equity V Funds (collectively, the "Equity V Fund Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Equity V Fund Shares, except to the extent of its pecuniary interest, if any, in the Equity V Fund Shares by virtue of its general partner interest in the Equity V Funds.

F6: As of the date hereof, JMI Equity Fund IV, L.P. ("Fund IV") owns 6,030 shares of Common Stock, 313,170 Series A Shares, 499,649 Series B Shares and 123,215 Series C Shares, JMI Euro Equity Fund IV, L.P. ("Euro Fund") owns 1,926 shares of Common Stock, 100,000 Series A Shares, 159,545 Series B Shares and 39,344 Series C Shares and JMI Equity Fund IV (AI), L.P. ("Fund IV (AI)" and together with Fund IV and Euro Fund, collectively the "Equity IV Funds") owns 478 shares of Common Stock, 24,800 Series A Shares, 39,567 Series B Shares and 9,757 Series C Shares. (Continued to footnote 7)

F7: JMI Associates IV, L.L.C. is the general partner of the Equity IV Funds and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by the Equity IV Funds. JMI Associates IV, L.L.C. disclaims Section 16 beneficial ownership of the shares of Common Stock, Series A Shares, Series B Shares and Series C Shares held by the Equity IV Funds (collectively, the "Equity IV Fund Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Equity IV Fund Shares, except to the extent of its pecuniary interest, if any, in the Equity IV Fund Shares by virtue of its general partner interest in the Equity IV Funds.

F8: As of the date hereof, JMI Equity Side Fund, L.P. ("Equity Side Fund") owns 150 shares of Common Stock, 7,800 Series A Shares, 12,445 Series B Shares and 3,069 Series C Shares. JMI Equity Side Associates, L.L.C. is the general partner of Equity Side Fund and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by the Equity Side Fund. JMI Equity Side Associates, L.L.C. disclaims Section 16 beneficial ownership of the shares of Common Stock, Series A Shares, Series B Shares and Series C Shares held by the Equity Side Fund (collectively, the "Equity Side Fund Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Equity Side Fund Shares.

F9: Charles E. Noell III and Paul V. Barber, each a managing member of JMI Associates V, L.L.C. and JMI Associates IV, L.L.C, and each an officer of JMI Equity Side Associates, L.L.C., serve as the representatives of JMI Associates V, L.L.C., JMI Associates IV, L.L.C., JMI Equity Side Associates, L.L.C. and Equity V Funds, Equity IV Funds and Equity Side Fund on the Issuer's board of directors.