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ServiceNow, Inc. Director's Dealing 2013

May 14, 2013

29788_dirs_2013-05-14_1cb07cb4-4ec0-4841-a9af-33f8e364f9b6.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: 2013-05-10

Reporting Person: Barber Paul V (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-05-10 Common Stock S 17164 $40.03 Disposed 679028 Direct
2013-05-10 Common Stock S 3230 $40.03 Disposed 127900 Indirect
2013-05-13 Common Stock S 4292 $40.02 Disposed 674736 Direct
2013-05-13 Common Stock S 808 $40.02 Disposed 127092 Indirect

Footnotes

F1: The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $40.00 to $40.20 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

F2: The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $40.00 to $40.20 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

F3: The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $40.00 to $40.14 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

F4: The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $40.00 to $40.14 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

F5: Represents shares of Common Stock sold on May 10, 2013 by two family trusts for which Mr. Barber may be deemed to control investment decisions (the "Family Trusts"). Immediately following such sale, the Family Trusts directly held an aggregate of 127,900 shares of Common Stock. The Family Trusts are irrevocable, and one or more beneficiaries of such trusts is an immediate family member of Mr. Barber. Mr. Barber disclaims Section 16 beneficial ownership of the shares held by such trusts and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by such trusts, except to the extent of his pecuniary interest, if any, in the shares held by such trusts by virtue of his position with such trusts.

F6: Represents shares of Common Stock sold on May 13, 2013 by two family trusts for which Mr. Barber may be deemed to control investment decisions (the "Family Trusts"). Immediately following such sale, the Family Trusts directly held an aggregate of 127,092 shares of Common Stock. The Family Trusts are irrevocable, and one or more beneficiaries of such trusts is an immediate family member of Mr. Barber. Mr. Barber disclaims Section 16 beneficial ownership of the shares held by such trusts and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by such trusts, except to the extent of his pecuniary interest, if any, in the shares held by such trusts by virtue of his position with such trusts.

F7: As of the date of this report, JMI Equity Fund IV Trust, JMI Associates IV Trust, JMI Equity Fund IV (AI) Trust, JMI Associates IV (AI) Trust, JMI Euro Equity Fund IV Trust, JMI Associates Euro IV Trust, JMI Equity Fund V Trust, JMI Associates V Trust, JMI Equity Fund V (AI) Trust and JMI Associates V (AI) Trust (collectively, the "JMI Trusts") directly hold an aggregate of 6,914,884 shares of Common Stock. (Continued in footnote 8)

F8: The JMI Trusts are irrevocable and Mr. Barber is a co-trustee of the JMI Trusts (other than for JMI Euro Equity Fund IV Trust) and a beneficiary of the JMI Trusts. Mr. Barber disclaims Section 16 beneficial ownership of the shares held by the JMI Trusts and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by the JMI Trusts, except to the extent of his pecuniary interest, if any, in the shares held by the JMI Trusts by virtue of his position as a co-trustee of the JMI Trusts (other than for JMI Euro Equity Fund IV Trust) and a beneficiary of the JMI Trusts.