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ServiceNow, Inc. — Director's Dealing 2024
Feb 21, 2024
29788_dirs_2024-02-21_65754bf1-2e40-4d46-9e0c-72321551d454.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: 2024-02-16
Reporting Person: Smith Paul John (Chief Commercial Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-02-16 | Common Stock | M | 8110 | — | Acquired | 9502 | Direct |
| 2024-02-16 | Common Stock | M | 721 | — | Acquired | 10223 | Direct |
| 2024-02-16 | Common Stock | M | 389 | — | Acquired | 10612 | Direct |
| 2024-02-20 | Common Stock | S | 5159 | $745.322 | Disposed | 5453 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-02-16 | Restricted Stock Units | $ | M | 8110 | Disposed | Common Stock (8110) | Direct | |
| 2024-02-16 | Restricted Stock Units | $ | M | 721 | Disposed | Common Stock (721) | Direct | |
| 2024-02-16 | Restricted Stock Units | $ | M | 389 | Disposed | Common Stock (389) | Direct |
Footnotes
F1: Shares sold to cover tax obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its 2012 and 2021 Equity Incentive Plans, and does not represent a discretionary trade by the Reporting Person.
F2: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
F3: 30% of the shares subject to the restricted stock units will vest on February 17, 2024, 15% of the shares subject to the restricted stock units will vest on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units will vest on August 17, 2025, and the final vest on February 17, 2026 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, 2023 to December 31, 2025, subject to the reporting person's continued service to the Issuer on each vesting date.
F4: Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 15, 2023 under the Issuer's 2021 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2023 until December 31, 2023, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 22, 2024.
F5: The restricted stock units vest as to one-fourth (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.
F6: The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 17, 2023, and subject to the Reporting Person's continued service to the Issuer on each vesting date.