ServiceNow, Inc. — Director's Dealing 2023

Feb 9, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2023-02-07

Reporting Person: Bedi Christopher (Chief Digital Information Ofc)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-28	Common Stock	G	250	—	Disposed	16360	Direct
2022-11-30	Common Stock	G	123	—	Disposed	16237	Direct
2023-02-07	Common Stock	M	1647	—	Acquired	17884	Direct
2023-02-07	Common Stock	F	585	$463.26	Disposed	17299	Direct
2023-02-07	Common Stock	M	105	—	Acquired	17404	Direct
2023-02-07	Common Stock	F	37	$463.26	Disposed	17367	Direct
2023-02-08	Common Stock	S	23	$464.59	Disposed	17344	Direct
2023-02-08	Common Stock	S	354	$464.59	Disposed	16990	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-07	Restricted Stock Units	$	M	1647	Disposed		Common Stock (1647.0)	Direct
2023-02-07	Restricted Stock Units	$	M	105	Disposed		Common Stock (105.0)	Direct

Footnotes

F1: Represents shares donated to charity by the Reporting Person.

F2: Includes 33 shares acquired under the Issuer's Employee Stock Purchase Plan on January 31, 2023.

F3: 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.

F4: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F5: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F6: 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.

F7: 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.

F8: 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.