ServiceNow, Inc. — Director's Dealing 2019

May 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2019-05-17

Reporting Person: Desai Chirantan Jitendra (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-17	Common Stock	M	2957	—	Acquired	29578	Direct
2019-05-17	Common Stock	F	1467	$272.99	Disposed	28111	Direct
2019-05-17	Common Stock	M	10683	—	Acquired	38794	Direct
2019-05-17	Common Stock	F	5297	$272.99	Disposed	33497	Direct
2019-05-17	Common Stock	M	9375	—	Acquired	42872	Direct
2019-05-17	Common Stock	F	4649	$272.99	Disposed	38223	Direct
2019-05-20	Common Stock	S	6962	$266.96	Disposed	31261	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-17	Restricted Stock Units	$	M	2957	Disposed		Common Stock (2957.0)	Direct
2019-05-17	Restricted Stock Units	$	M	10683	Disposed		Common Stock (10683.0)	Direct
2019-05-17	Restricted Stock Units	$	M	9375	Disposed		Common Stock (9375.0)	Direct

Footnotes

F1: 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.

F2: This transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

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

F4: The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted February 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, 25% of the restricted stock units will vest on each of August 17, 2018, November 17, 2018, February 17, 2019 and May 17, 2019.

F5: The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted November 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, 25% of the restricted stock units will vest on each of August 17, 2018, November 17, 2018, February 17, 2019 and May 17, 2019.

F6: The restricted stock units vest as to 1/4 of the total shares on February 17, 2018 and thereafter shall vest as to 1/16th of the total number of shares in equal quarterly installments.