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ServiceNow, Inc. Director's Dealing 2013

May 1, 2013

29788_dirs_2013-05-01_9bc22a60-bd94-48b9-8f5a-3532527d195b.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: 2013-04-29

Reporting Person: SCGF GENPAR LTD (10% Owner)
Reporting Person: SEQUOIA CAPITAL US GROWTH FUND IV LP (10% Owner)
Reporting Person: SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP (10% Owner)
Reporting Person: SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P. (10% Owner)
Reporting Person: SC US GF V Holdings, Ltd. (10% Owner)
Reporting Person: SCGF V Management, L.P. (10% Owner)
Reporting Person: SC GF V TT, Ltd. (10% Owner)
Reporting Person: SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P. (10% Owner)
Reporting Person: SCGF IV MANAGEMENT LP (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-04-29 Common Stock J 5737063 Disposed 17211189 Indirect
2013-04-29 Common Stock J 249023 Disposed 747069 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 337500 Indirect

Footnotes

F1: Represents a pro rata in-kind distribution of Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members.

F2: SCGF GenPar, Ltd. ("SCGF GenPar") is the sole general partner of SCGF IV Management, L.P. ("SCGF IV Management"), which is the sole general partner of Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. As a result, SCGF GenPar and SCGF IV Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F3: SC GF V TT, Ltd. ("SCGF V") is the sole general partner of SCGF V Management, L.P. ("SCGF V Management"), which is the sole general partner of each of Sequoia Capital US Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. Sequoia Capital US Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. together own 100% of the outstanding ordinary shares of SC US GF V Holdings, Ltd. As a result, Sequoia Capital US Growth Fund V, L.P., Sequoia Capital USGF Principals Fund V, L.P., SCGF V and SCGF V Management may be deemed to share voting and dispositive power with respect to the shares held by SC US GF V Holdings, Ltd. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.