ServiceNow, Inc. — Director's Dealing 2021

Feb 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2021-02-17

Reporting Person: Goon Fay Sien (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-17	Common Stock	M	563	—	Acquired	3930	Direct
2021-02-17	Common Stock	F	235	$580.94	Disposed	3695	Direct
2021-02-17	Common Stock	M	181	—	Acquired	3876	Direct
2021-02-17	Common Stock	F	90	$580.94	Disposed	3786	Direct
2021-02-17	Common Stock	M	250	—	Acquired	4036	Direct
2021-02-18	Common Stock	S	139	$572.366	Disposed	3897	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-17	Restricted Stock Units	$	A	2431	Acquired		Common Stock (2431.0)	Direct
2021-02-17	Restricted Stock Units	$	M	563	Disposed		Common Stock (563.0)	Direct
2021-02-17	Restricted Stock Units	$	M	181	Disposed		Common Stock (181.0)	Direct
2021-02-17	Restricted Stock Units	$	M	250	Disposed		Common Stock (250.0)	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: Shares sold to cover tax obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its 2012 Equity Incentive Plan, and does not represent a discretionary trade by the Reporting Person.

F3: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F4: The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 7, 2021, and subject to the continued service of the Reporting Person on each vesting date.

F5: Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 18, 2020 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2020 until December 31, 2020, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 26, 2021. As a result, 33.3% of the shares subject to the restricted stock units will vest on February 17, 2021, and 8.3% of the shares subject to the restricted stock units will vest quarterly thereafter until February 17, 2023, subject to the reporting person's continued service to the Issuer on each vesting date.

F6: The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 17, 2020, and subject to the continued service of the Reporting Person on each vesting date.

F7: The restricted stock units vest as to one-forth (1/4th) of the total shares on February 17, 2018 and thereafter shall vest in equal quarterly installments over the next three (3) years.