ServiceNow, Inc. — Director's Dealing 2022

Feb 4, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2022-01-25

Reporting Person: Smith Paul John (Chief Commercial Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	394	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (7933.0)		Direct
Restricted Stock Units	$		Common Stock (528.0)		Direct
Restricted Stock Units	$		Common Stock (4224.0)		Direct
Restricted Stock Units	$		Common Stock (322.0)		Direct

Footnotes

F1: The restricted stock units vest as to one-forth (1/4th) of the total shares on August 17, 2021 and thereafter shall vest in equal quarterly installments over the next three (3) years, and subject to the continued service of the Reporting Person on each vesting date.

F2: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F3: 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.

F4: 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.

F5: 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.

F6: The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on August 7, 2021, and subject to the continued service of the Reporting Person on each vesting date.