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ServiceNow, Inc. — Director's Dealing 2022
Nov 21, 2022
29788_dirs_2022-11-21_6dd85a80-85e6-488b-827c-91f49c99ee63.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2022-11-17
Reporting Person: Mastantuono Gina (Chief Financial Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2022-11-17 | Common Stock | M | 1671 | — | Acquired | 6905 | Direct |
| 2022-11-17 | Common Stock | F | 829 | $400.58 | Disposed | 6076 | Direct |
| 2022-11-17 | Common Stock | M | 230 | — | Acquired | 6306 | Direct |
| 2022-11-17 | Common Stock | F | 115 | $400.58 | Disposed | 6191 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2022-11-17 | Restricted Stock Units | $ | M | 1671 | Disposed | Common Stock (1671.0) | Direct | |
| 2022-11-17 | Restricted Stock Units | $ | M | 230 | Disposed | Common Stock (230.0) | 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 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.
F4: 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.