ServiceNow, Inc. — Director's Dealing 2019

Feb 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2019-02-07

Reporting Person: Schneider David (PRESIDENT, GLOBAL CUSTOMER OPS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-07	Common Stock	M	20626	—	Acquired	62513	Direct
2019-02-07	Common Stock	F	10839	—	Disposed	51674	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-07	Restricted Stock Units	$	M	20626	Disposed		Common Stock (20626.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	190	Indirect

Footnotes

F1: Represents shares relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3.

F2: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F3: Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 7, 2018 under the Issuer's 2012 Equity Incentive Plan. The performanceperiod for the restricted stock units was January 1, 2018 until December 31, 2018, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. Thisdetermination was obtained on January 28, 2019. As a result, 33.3% of the shares subject to the restricted stock units will vest on February 7, 2019, and 8.3% of the shares subject to the restricted stock units willvest quarterly thereafter until February 7, 2021.