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: WADORS PATRICIA L (Chief Talent Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-07	Common Stock	M	3094	—	Acquired	3094	Direct
2020-02-07	Common Stock	F	1111	$341.06	Disposed	1983	Direct
2020-02-10	Common Stock	S	1983	$340.7388	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-07	Restricted Stock Units	$	M	3094	Disposed		Common Stock (3094.0)	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: Represents the aggregate of sales effected on the same day at different prices.

F3: Represents the weighted average sales price per share. The shares sold at prices ranging from $340.728 to $340.77 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

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.