ServiceNow, Inc. — Director's Dealing 2020

Feb 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2020-02-14

Reporting Person: WADORS PATRICIA L (Chief Talent Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-14	Common Stock	M	6452	—	Acquired	6452	Direct
2020-02-14	Common Stock	F	3199	$356.16	Disposed	3253	Direct
2020-02-14	Common Stock	M	1148	—	Acquired	4401	Direct
2020-02-14	Common Stock	F	570	$356.16	Disposed	3831	Direct
2020-02-18	Common Stock	S	3831	$357.534	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-14	Restricted Stock Units	$	M	6452	Disposed		Common Stock (6452.0)	Direct
2020-02-14	Restricted Stock Units	$	M	1148	Disposed		Common Stock (1148.0)	Direct
2020-02-18	Restricted Stock Units	$	A	2905	Acquired		Common Stock (2905.0)	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: 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, and subject to the continued service of the Reporting Person on each vesting date.

F4: 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, and subject to the continued service of the Reporting Person on each vesting date.

F5: The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 17, 2020, and subject to the continued service of the Reporting Person on each vesting date.