ServiceNow, Inc. — Director's Dealing 2020

Aug 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2020-08-07

Reporting Person: Desai Chirantan Jitendra (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-07	Common Stock	M	5156	—	Acquired	29973	Direct
2020-08-07	Common Stock	F	2557	$431.21	Disposed	27416	Direct
2020-08-10	Common Stock	S	1559	$430.44	Disposed	25857	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-07	Restricted Stock Units	$	M	5156	Disposed		Common Stock (5156.0)	Direct

Footnotes

F1: Includes 1 share acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2020

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: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

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

F5: 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.