ServiceNow, Inc. — Director's Dealing 2020

Feb 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2020-02-07

Reporting Person: Desai Chirantan Jitendra (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-07	Common Stock	M	5158	—	Acquired	42382	Direct
2020-02-07	Common Stock	F	2270	$341.06	Disposed	40112	Direct
2020-02-10	Common Stock	S	1733	$340.72	Disposed	38379	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-07	Restricted Stock Units	$	M	5158	Disposed		Common Stock (5158.0)	Direct

Footnotes

F1: Includes 90 shares acquired under the Issuer's Employee Stock Purchase Plan on January 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 transaction reported on this Form 4 was 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.