SEC Form 4 · accession 0000899243-15-002658
ServiceNow, Inc. · NOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul V Barber
Director
Period of report
Aug 5, 2015
Accepted (ET)
Aug 7, 2015 · 7:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001373715
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 5, 2015 | S | 3,131 | $79.23 | D | 0 | D | |
| Common StockF1,F2 | Aug 5, 2015 | M | 100,000 | $18.00 | A | 100,000 | D | |
| Common StockF1,F2 | Aug 5, 2015 | S | 71,365 | $78.46 | D | 28,635 | D | |
| Common StockF1,F2 | Aug 5, 2015 | M | 50,000 | $36.74 | A | 78,635 | D | |
| Common StockF1,F2 | Aug 5, 2015 | S | 50,000 | $78.60 | D | 28,635 | D | |
| Common StockF1,F2 | Aug 5, 2015 | M | 7,030 | $55.88 | A | 35,665 | D | |
| Common StockF1,F2 | Aug 5, 2015 | S | 7,030 | $78.78 | D | 28,635 | D | |
| Common StockF1,F2 | Aug 6, 2015 | S | 7,635 | $78.03 | D | 21,000 | D | |
| Common StockF1,F2 | Aug 6, 2015 | S | 21,000 | $76.08 | D | 0 | D | |
| Common StockF3 | holding | — | — | — | 794,291 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (right to buy)F5,F6,F4 | $18.00 | Jun 28, 2012 | M | 100,000 | D | — | Jun 27, 2022 | Common Stock | 100,000 | 0 | D |
| Director Stock Option (right to buy)F5,F6 | $36.74 | Jun 6, 2013 | M | 50,000 | D | Jun 6, 2014 | Jun 5, 2023 | Common Stock | 50,000 | 0 | D |
| Stock Option (right to buy)F5,F6,F7 | $55.88 | Jul 8, 2014 | M | 7,030 | D | — | Jul 8, 2024 | Common Stock | 7,030 | 0 | D |
Explanation of responses
- F1The proceeds from the sale of shares of common stock will be delivered to JMI Equity Fund IV, L.P. ("Fund IV"), JMI Equity Fund IV (AI), L.P. ("Fund IV (AI)"), JMI Euro Equity Fund IV, L.P. ("Euro Fund" and, together with Fund IV and Fund IV (AI), collectively, the "Equity IV Funds"), JMI Equity Fund V, L.P. ("Fund V") and JMI Equity Fund V (AI), L.P. ("Fund V (AI)" and together with Fund V, collectively the "Equity V Funds") and JMI Equity Side Fund, L.P. ("Equity Side Fund"), pursuant to a contractual obligation of Mr. Barber to assign any compensation received for service as a director on the board of directors of the Issuer, to offset the management fees of the Equity IV Funds, Equity V Funds and Equity Side Fund. Mr. Barber is a managing member of JMI Associates IV, L.L.C. and JMI Associates V, L.L.C., the general partners of the Equity IV Funds and the Equity V Funds, respectively.
- F2(Continued From Footnote 1) Mr. Barber is an officer of JMI Equity Side Associates, L.L.C., the general partner of Equity Side Fund and is a limited partner of Equity Side Fund. Mr. Barber disclaims Section 16 beneficial ownership of the Shares, except to the extent of his pecuniary interest, if any, in the Shares by virtue of his membership interest in JMI Associates IV, L.L.C. and JMI Associates V, L.L.C., or by virtue of his limited partnership interest in Equity Side Fund.
- F3Represents shares held by three family trusts as of the date hereof which Mr. Barber may be deemed to control investment decisions (the "Family Trusts"). The Family Trusts are irrevocable, and one or more beneficiaries of such trusts is an immediate family member of Mr. Barber. Mr. Barber disclaims Section 16 beneficial ownership of the shares held by such trusts and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by such trusts, except to the extent of his pecuniary interest, if any, in the shares held by such trusts by virtue of his position with such trusts.
- F4Represents a stock option (the "Option) which vested as to 1/3 of the total number of shares on June 28, 2013 and thereafter vested as to an additional 1/3 of the total number of shares on each of the second and third anniversary of June 28, 2012.
- F5The proceeds from the future sale of shares of common stock issuable upon exercise of the Option (the "Shares") will be delivered to the Equity IV Funds, the Equity V Funds and Equity Side Fund, pursuant to a contractual obligation of Mr. Barber to assign any compensation received for service as a director on the board of directors of the Issuer, to offset the management fees of the Equity IV Funds, Equity V Funds and Equity Side Fund. Mr. Barber is a managing member of JMI Associates IV, L.L.C. and JMI Associates V, L.L.C., the general partners of the Equity IV Funds and the Equity V Funds, respectively.
- F6(Continued From Footnote 5) Mr. Barber is an officer of JMI Equity Side Associates, L.L.C., the general partner of Equity Side Fund and is a limited partner of Equity Side Fund. Mr. Barber disclaims Section 16 beneficial ownership of the Shares, except to the extent of his pecuniary interest, if any, in the Shares by virtue of his membership interest in JMI Associates IV, L.L.C. and JMI Associates V, L.L.C., or by virtue of his limited partnership interest in Equity Side Fund.
- F7The stock option vested and became exercisable on June 10, 2015, the date of the Issuer's next Annual Meeting of Stockholders following the grant date.