ServiceNow, Inc. — Director's Dealing 2020

Aug 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2020-08-12

Reporting Person: Goon Fay Sien (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-12	Common Stock	M	143	—	Acquired	962	Direct
2020-08-12	Common Stock	F	71	$427.13	Disposed	891	Direct
2020-08-12	Common Stock	M	625	—	Acquired	1516	Direct
2020-08-12	Common Stock	F	310	$427.13	Disposed	1206	Direct
2020-08-12	Common Stock	M	263	—	Acquired	1469	Direct
2020-08-12	Common Stock	F	131	$427.13	Disposed	1338	Direct
2020-08-12	Common Stock	M	66	—	Acquired	1404	Direct
2020-08-12	Common Stock	F	33	$427.13	Disposed	1371	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-12	Restricted Stock Units	$	M	143	Disposed		Common Stock (143.0)	Direct
2020-08-12	Restricted Stock Units	$	M	625	Disposed		Common Stock (625.0)	Direct
2020-08-12	Restricted Stock Units	$	M	263	Disposed		Common Stock (263.0)	Direct
2020-08-12	Restricted Stock Units	$	M	66	Disposed		Common Stock (66.0)	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 August 12, 2019 under the Issuer's 2012 Equity Incentive Plan. The performanceperiod 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.

F4: The restricted stock units vest as to 12.5% of the total shares on November 12, 2019 and thereafter shall vest in equal quarterly installments, ending on August 12, 2021.

F5: The restricted stock units vest as to 18.75% of the total shares on November 12, 2019 and thereafter shall vest in equal quarterly installments over the next three (3) years.

F6: The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vest occurring on November 12, 2019, and subject to the continued service of the Reporting Person on each vesting date.