ServiceNow, Inc. — Director's Dealing 2023

Feb 22, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2023-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-17	Common Stock	M	4451	—	Acquired	17283	Direct
2023-02-17	Common Stock	F	2207	$439.01	Disposed	15076	Direct
2023-02-17	Common Stock	M	611	—	Acquired	15687	Direct
2023-02-17	Common Stock	F	303	$439.01	Disposed	15384	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-17	Restricted Stock Units	$	M	4451	Disposed		Common Stock (4451.0)	Direct
2023-02-17	Restricted Stock Units	$	M	611	Disposed		Common Stock (611.0)	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 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 continued employment of the Reporting Person as CEO 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 employment of the Reporting Person as CEO on each vesting date.