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ServiceNow, Inc. — Director's Dealing 2025
Feb 19, 2025
29788_dirs_2025-02-19_326b3375-eaec-4f3a-8a7b-e55d3ae4d098.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: 2025-02-14
Reporting Person: ELMER RUSSELL S (General Counsel)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-02-14 | Common Stock | M | 1854 | — | Acquired | 6186 | Direct |
| 2025-02-14 | Common Stock | F | 920 | $986.63 | Disposed | 5266 | Direct |
| 2025-02-14 | Common Stock | M | 178 | — | Acquired | 5444 | Direct |
| 2025-02-14 | Common Stock | F | 89 | $986.63 | Disposed | 5355 | Direct |
| 2025-02-18 | Common Stock | S | 89 | $988 | Disposed | 5266 | Direct |
| 2025-02-18 | Common Stock | S | 934 | $988 | Disposed | 4332 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-02-14 | Restricted Stock Units | $ | M | 1854 | Disposed | Common Stock (1854) | Direct | |
| 2025-02-14 | Restricted Stock Units | $ | M | 178 | Disposed | Common Stock (178) | Direct | |
| 2025-02-18 | Restricted Stock Units | $ | A | 2861 | Acquired | Common Stock (2861) | Direct |
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: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 13, 2024.
F3: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
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: 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.
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.
F7: The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting occurring on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.