ServiceNow, Inc. — Director's Dealing 2019

Feb 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2019-02-15

Reporting Person: Donahoe John J (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	M	1395	—	Acquired	62335	Direct
2019-02-15	Common Stock	F	692	—	Disposed	61643	Direct
2019-02-15	Common Stock	M	8359	—	Acquired	70002	Direct
2019-02-15	Common Stock	F	4145	—	Disposed	65857	Direct
2019-02-15	Common Stock	M	33465	—	Acquired	99322	Direct
2019-02-15	Common Stock	F	16592	—	Disposed	82730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	Restricted Stock Units	$	M	1395	Disposed		Common Stock (1395.0)	Direct
2019-02-15	Restricted Stock Units	$	M	8359	Disposed		Common Stock (8359.0)	Direct
2019-02-15	Restricted Stock Units	$	M	33465	Disposed		Common Stock (33465.0)	Direct

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: The restricted stock units vest quarterly in eight equal installments, with the first vest occurring May 17, 2017, and the final vest occurring on February 17, 2019.

F4: The restricted stock units vest as to 1/5 of the total shares on February 17, 2018 and thereafter shall vest in 16 equal quarterly installments commencing on May 17, 2018.

F5: The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted March 6, 2017 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2017 until December 31, 2017, with vesting subject to approval of the performance calculation by the Issuer's Compensation Committee. This approval was obtained on January 29, 2018. As a result, 25% of the restricted stock units will vest on each of August 17, 2018, November 17, 2018, February 17, 2019 and May 17, 2019.