ServiceNow, Inc. — Director's Dealing 2012

Jul 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: NOELL CHARLES III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-11	Common Stock	X	474696	$1024591.56	Acquired	474696	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-11	Call Option (right to buy)	$1024591.56	X	474696	Disposed	2020-12-31	Series C Convertible Preferred Stock (474696)	Direct
2012-06-28	Director Stock Option (right to buy)	$18.00	A	100000	Acquired	2022-06-27	Common Stock (100000)	Direct

Footnotes

F1: The total represents shares of common stock to be received upon conversion of shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Shares") underlying the option granted in July 2010 to Mr. Noell by John J. Moores. Effective upon the closing of the Issuer's initial public offering of its common stock, each Series C Share will automatically convert into eight shares of Common Stock as shown in column 5.

F2: Represents a stock option (the "Option") which vest as to 1/3rd of the total number of shares on June 28, 2013 and thereafter vests as to an additional 1/3rd of the total number of shares on each of the second and third anniversary of June 28, 2012.

F3: Certain of the proceeds from the future sale of the shares of common stock issuable upon exercise of the Option (the "Shares") will be delivered to JMI Associates V, L.L.C., the general partner of JMI Equity Fund V, L.P. ("Fund V") and JMI Equity Fund V (AI), L.P. ("Fund V (AI)" and together with Fund V, collectively the "Equity V Funds"), pursuant to a contractual obligation of Mr. Noell to assign any compensation received for service as a director on the board of directors of the Issuer, to offset the management fees of the Equity V Funds. Mr. Noell is a managing member of JMI Associates V, L.L.C. Mr. Noell disclaims Section 16 beneficial ownership of the Shares, except to the extent of his pecuniary interest, if any, in the Shares by virtue of his membership interest in JMI Associates V, L.L.C.