ServiceNow, Inc. — Director's Dealing 2013

Aug 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2013-08-20

Reporting Person: LEONE DOUGLAS M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-20	Common Stock	J	164313	—	Acquired	488938	Indirect
2013-08-20	Common Stock	J	176681	—	Acquired	514213	Indirect
2013-08-20	Common Stock	J	168751	—	Disposed	168749	Indirect
2013-08-20	Common Stock	J	5737063	—	Disposed	5737063	Indirect
2013-08-20	Common Stock	J	249023	—	Disposed	249023	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: Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (1) above as follows: (i) 62,974 shares from Sequoia Capital USGF Principals Fund IV, L.P., (ii)1,316 shares from Sequoia Capital USGF Principals Fund V, L.P, and (iii) 100,023 shares from Sequoia Capital US Growth Fund IV, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for the purposes of Section 16 or for any other purpose.

F3: Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (1) above as follows: (i) 170,824 shares from Sequoia Capital US Growth Fund IV, L.P., and (ii) 5,857 shares from Sequoia Capital US Growth Fund V L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for the purposes of Section 16 or for any other purpose.

F4: Douglas Leone is a managing director of SC GF V TT, Ltd. ("SCGF V") and a director of SC US GF V Holdings 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. By virtue of these relationships, Mr. Leone may be deemed to share voting and dispositive power with respect to the shares held by SC US GF V Holdings, Ltd. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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.

F5: Douglas Leone is a managing director of SCGF GenPar, Ltd. ("SCGF GenPar"). SCGF GenParis 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. By virtue of these relationships, Mr. Leone 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. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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.