ServiceNow, Inc. — Director's Dealing 2020

Feb 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2020-02-12

Reporting Person: WADORS PATRICIA L (Chief Talent Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-12	Common Stock	M	5049	—	Acquired	5049	Direct
2020-02-12	Common Stock	F	2504	$349.80	Disposed	2545	Direct
2020-02-12	Common Stock	M	251	—	Acquired	2796	Direct
2020-02-12	Common Stock	F	125	$349.80	Disposed	2671	Direct
2020-02-13	Common Stock	S	2671	$350.065	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-12	Restricted Stock Units	$	M	5049	Disposed		Common Stock (5049.0)	Direct
2020-02-12	Restricted Stock Units	$	M	251	Disposed		Common Stock (251.0)	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: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F3: Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 12, 2019 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2019 until December 31, 2019, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 27, 2020. As a result, 33.3% of the shares subject to the restricted stock units will vest on February 12, 2020, and 8.3% of the shares subject to the restricted stock units will vest quarterly thereafter until February 12, 2022, and subject to the continued service of the Reporting Person on each vesting date.

F4: The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 12, 2019, and subject to the continued service of the Reporting Person on each vesting date.