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: WADORS PATRICIA L (Chief Talent Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	M	6451	—	Acquired	6451	Direct
2019-02-15	Common Stock	F	3199	—	Disposed	3252	Direct
2019-02-15	Common Stock	M	1148	—	Acquired	4400	Direct
2019-02-15	Common Stock	F	570	—	Disposed	3830	Direct
2019-02-19	Common Stock	S	3830	$232.7729	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	Restricted Stock Units	$	M	6451	Disposed		Common Stock (6451.0)	Direct
2019-02-15	Restricted Stock Units	$	M	1148	Disposed		Common Stock (1148.0)	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: Represents the aggregate of sales effected on the same day at different prices.

F3: Represents the weighted average sales price per share. The shares sold at prices ranging from $232.77 to $232.835 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

F4: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F5: The restricted stock units vested as to one-twelfth (1/12th) of the total shares on November 17, 2017 and thereafter shall vest in equal quarterly installments over the next eleven (11) quarters.

F6: The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted September 17, 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, one-third (1/3) of the restricted stock units vested on February 17, 2018, and the remaining two-thirds (2/3) of the restricted stock units will vest in equal quarterly installments over eight (8) subsequent quarters.