SEC Form 4 · accession 0001373715-15-000126
ServiceNow, Inc. · NOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frederic B Luddy
Officer — CHIEF PRODUCT OFFICER · Director
Period of report
May 7, 2015
Accepted (ET)
May 11, 2015 · 5:36 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 | May 7, 2015 | M | 250,000 | — | A | 251,587 | D | |
| Common StockF2 | May 7, 2015 | F | 122,770 | $74.01 | D | 128,817 | D | |
| Common StockF3,F4 | May 8, 2015 | S | 58,058 | $74.1982 | D | 70,759 | D | |
| Common StockF3,F5 | May 8, 2015 | S | 58,472 | $75.755 | D | 12,287 | D | |
| Common StockF3,F6 | May 8, 2015 | S | 10,700 | $76.0158 | D | 1,587 | D | |
| Common Stock | holding | — | — | — | 35,200 | I | by Spouse | |
| Common Stock | holding | — | — | — | 44,000 | I | by Spouse's Trust | |
| Common Stock | holding | — | — | — | 875,000 | I | by Luddy Family Dynasty Trust LLC | |
| Common Stock | holding | — | — | — | 5,941,588 | I | by Frederic B. Luddy Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F7 | — | May 7, 2015 | M | 250,000 | D | — | — | Common Stock | 250,000 | 250,000 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement.
- F2Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This withholding is mandated under the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded either by a "sell to cover" transaction or a net withholding and does not represent a discretionary trade by the reporting person.
- F3Represents the aggregate of sales effected on the same day at different prices.
- F4Represents the weighted average sales price per share. The shares sold at prices ranging from $73.90 to $74.84 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
- F5Represents the weighted average sales price per share. The shares sold at prices ranging from $74.97 to $75.96 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
- F6Represents the weighted average sales price per share. The shares sold at prices ranging from $75.97 to $76.12 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
- F7The restricted stock units vest as to 1/4th of the total shares on March 1, 2013 and thereafter shall vest as to 1/4th of the total number of shares in equal annual installments.