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: Schneider David (PRESIDENT, GLOBAL CUSTOMER OPS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-12	Common Stock	S	1824	$345.02	Disposed	37220	Direct
2020-02-12	Common Stock	M	10097	—	Acquired	47317	Direct
2020-02-12	Common Stock	F	5306	$349.80	Disposed	42011	Direct
2020-02-12	Common Stock	M	502	—	Acquired	42513	Direct
2020-02-12	Common Stock	F	264	$349.80	Disposed	42249	Direct
2020-02-12	Common Stock	M	10000	—	Acquired	52249	Direct
2020-02-12	Common Stock	F	5255	$349.80	Disposed	46994	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-12	Restricted Stock Units	$	M	10097	Disposed		Common Stock (10097.0)	Direct
2020-02-12	Restricted Stock Units	$	M	502	Disposed		Common Stock (502.0)	Direct
2020-02-12	Restricted Stock Units	$	M	10000	Disposed		Common Stock (10000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	190	Indirect

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

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

F4: 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, subject to the reporting person's continued service to the Issuer 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 12, 2019, and subject to the continued service of the Reporting Person on each vesting date.

F6: The restricted stock units vest quarterly in 16 equal installments beginning August 12, 2016, and subject to the continued service of the Reporting Person on each vesting date.