ServiceNow, Inc. — Director's Dealing 2020

Nov 16, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2020-11-13

Reporting Person: McDermott William R (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-13	Common Stock	M	9989	—	Acquired	14388	Direct
2020-11-13	Common Stock	F	4861	$508.01	Disposed	9527	Direct
2020-11-13	Common Stock	M	12785	—	Acquired	22312	Direct
2020-11-13	Common Stock	F	6339	$508.01	Disposed	15973	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-13	Restricted Stock Units	$	M	9989	Disposed		Common Stock (9989.0)	Direct
2020-11-13	Restricted Stock Units	$	M	12785	Disposed		Common Stock (12785.0)	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 vest as to one hundred percent (100%) of the total shares on November 15, 2020, subject to the continued employment of the Reporting Person as CEO on the vesting date. For additional details about vesting conditions, please refer to the employment agreement between the Issuer and the Reporting Person.

F4: The restricted stock units vest as to one-fifth (1/5) of the total shares on November 15, 2020 and thereafter shall vest in 16 equal quarterly installments commencing on February 15, 2021, subject to the continued employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting. For additional details about vesting conditions, please refer to the employment agreement between the Issuer and the Reporting Person.