ServiceNow, Inc. — Director's Dealing 2022

Aug 9, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2022-08-05

Reporting Person: McDermott William R (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-05	Common Stock	M	7318	—	Acquired	49825	Direct
2022-08-05	Common Stock	F	3629	$494.85	Disposed	46196	Direct
2022-08-05	Common Stock	M	468	—	Acquired	46664	Direct
2022-08-05	Common Stock	F	233	$494.85	Disposed	46431	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-05	Restricted Stock Units	$	M	7318	Disposed		Common Stock (7318.0)	Direct
2022-08-05	Restricted Stock Units	$	M	468	Disposed		Common Stock (468.0)	Direct
2022-08-05	Employee Stock Option (Right to Buy)	$697.76	A	69384	Acquired	2031-10-29	Common Stock (69384.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1933	Indirect

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 8, 2021 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2021 until December 31, 2021, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 24, 2022.

F4: 30% of the shares subject to the restricted stock units will vest on February 7, 2022, 15% of the shares subject to the restricted stock units will vest on each of August 7, 2022 and February 7, 2023, 20% of the shares subject to the restricted stock units will vest on August 7, 2023, and the final vest on February 7, 2024 of 20% of the shares subject to the restricted stock units is subject to adjustment based on the Issuer's 3-year relative total stockholder return performance against the S&P 500 index for the period from January 1, 2021 to December 31, 2023, subject to the reporting person's continued service to the Issuer on each vesting date.

F5: 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.

F6: As the Issuer has previously disclosed, on October 29, 2021, a Performance Stock Option (PSO) was granted to the Reporting Person. The Issuer also disclosed that there are eight separate tranches to the PSO and any tranche may vest only if both subscription revenue and stock price performance metrics are met, in addition to service requirements. The performance period in which the performance targets may be met is from October 29, 2021 to and including September 30, 2026.

F7: On August 5, 2022 the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche 1 of the PSO. Despite having met this performance metric, the shares for Tranche 1 have not yet vested. They may vest, if at all, only if: (i) the achievement of the stock price metric for Tranche 1 is certified; and (ii) the Reporting Person serves as either Chief Executive Officer or Executive Chairman of the Issuer on such vesting date and further provided that no vesting may occur before October 29, 2023.