ServiceNow, Inc. — Director's Dealing 2019

Aug 9, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2019-08-07

Reporting Person: Donahoe John J (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-07	Common Stock	M	12032	—	Acquired	122405	Direct
2019-08-07	Common Stock	F	5966	$260.69	Disposed	116439	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-07	Restricted Stock Units	$	M	12032	Disposed		Common Stock (12032.0)	Direct

Footnotes

F1: Includes 1 share acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2019

F2: Represents shares relinquished by the Reporting Person 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.

F3: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F4: 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 performance period 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. This determination 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 will vest quarterly thereafter until February 7, 2021.