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ServiceNow, Inc. Director's Dealing 2012

Jul 6, 2012

29788_dirs_2012-07-06_36fdc03e-cd1f-42b8-9078-1e03b9c13b30.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2012-07-05

Reporting Person: Moores Rebecca Ann (10% Owner)
Reporting Person: Rebecca A. Moores Trustee of the Chloe Dahl Moores Irrevocable Personal 2012 Trust (10% Owner)
Reporting Person: Rebecca A. Moores Trustee of the Cyrus N. Moores Irrevocable Personal 2012 Trust (10% Owner)
Reporting Person: Rebecca A. Moores Trustee of the John J. Moores III Irrevocable Personal 2012 Trust (10% Owner)
Reporting Person: Rebecca A. Moores Trustee of the Kiev J. Moores Irrevocable Personal 2012 Trust (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-07-05 Common Stock C 4390176 $0.00 Acquired 4393995 Indirect
2012-07-05 Common Stock C 88240 $0.00 Acquired 88240 Indirect
2012-07-05 Common Stock C 88240 $0.00 Acquired 88240 Indirect
2012-07-05 Common Stock C 88240 $0.00 Acquired 88240 Indirect
2012-07-05 Common Stock C 88240 $0.00 Acquired 88240 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-07-05 Series A Convertible Preferred Stock $ C 1586920 Disposed Common Stock (1586920) Indirect
2012-07-05 Series B Convertible Preferred Stock $ C 2531856 Disposed Common Stock (2531856) Indirect
2012-07-05 Series C Convertible Preferred Stock $ C 624360 Disposed Common Stock (624360) Indirect
2012-07-05 Series C Convertible Preferred Stock $ C 88240 Disposed Common Stock (88240) Indirect
2012-07-05 Series C Convertible Preferred Stock $ C 88240 Disposed Common Stock (88240) Indirect
2012-07-05 Series C Convertible Preferred Stock $ C 88240 Disposed Common Stock (88240) Indirect
2012-07-05 Series C Convertible Preferred Stock $ C 88240 Disposed Common Stock (88240) Indirect

Footnotes

F1: The total represents shares received upon conversion of shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Shares"), Series B Convertible Preferred Stock (the "Series B Shares") and Series C Convertible Preferred Stock (the "Series C Shares" and together with the Series A Shares and Series B Shares, collectively, the "Preferred Shares"), as applicable.

F2: Effective upon the closing of the Issuer's initial public offering of its common stock, each Preferred Share automatically converted into eight shares of Common Stock as shown in column 7. The Preferred Shares had no expiration date.

F3: As of the date hereof, Rebecca Ann Moores Family Trust ("RAM Trust") owns an aggregate of 4,393,995 shares of Common Stock upon conversion of the Preferred Shares. Prior to the Issuer's initial public offering, RAM Trust owned 3,819 shares of Common Stock, 198,365 Series A Shares, 316,482 Series B Shares and 33,925 Series C Shares. Ms. Moores is the sole trustee, sole settlor and sole beneficiary of the RAM Trust. Ms. Moores disclaims Section 16 beneficial ownership of the shares of Common Stock, Series A Shares, Series B Shares and Series C Shares held by the RAM Trust (collectively, the "RAM Trust Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such RAM Trust Shares, except to the extent of her pecuniary interest, if any, in the RAM Trust Shares. Investment decisions by the RAM Trust are made by Ms. Moores and the RAM Trust is revocable.

F4: As of the date hereof, the Chloe Dahl Moores Irrevocable Personal 2012 Trust (the "Chloe Trust") owns an aggregate of 88,240 shares of Common Stock upon conversion of the Series C Shares. Prior to the Issuer's initial public offering, the Chloe Trust owned 11,030 Series C Shares. Ms. Moores is the sole trustee of the Chloe Trust and the Chloe Trust is irrevocable.

F5: As of the date hereof, the Cyrus N. Moores Irrevocable Personal 2012 Trust (the "Cyrus Trust") owns an aggregate of 88,240 shares of Common Stock upon conversion of the Series C Shares. Prior to the Issuer's initial public offering, the Cyrus Trust owned 11,030 Series C Shares. Ms. Moores is the sole trustee of the Cyrus Trust and the Cyrus Trust is irrevocable.

F6: As of the date hereof, the John J. Moores III Irrevocable Personal 2012 Trust (the "John Trust") owns an aggregate of 88,240 shares of Common Stock upon conversion of the Series C Shares. Prior to the Issuer's initial public offering, the John Trust owned 11,030 Series C Shares. Ms. Moores is the sole trustee of the John Trust and the John Trust is irrevocable.

F7: As of the date hereof, the Kiev J. Moores Irrevocable Personal 2012 Trust (the "Kiev Trust") owns an aggregate of 88,240 shares of Common Stock upon conversion of the Series C Shares. Prior to the Issuer's initial public offering, the Kiev Trust owned 11,030 Series C Shares. Ms. Moores is the sole trustee of the Kiev Trust and the Kiev Trust is irrevocable.