SEC Form 4 · accession 0001373715-16-000316
ServiceNow, Inc. · NOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel McGee
Officer — Chief Operating Officer
Period of report
Feb 5, 2016
Accepted (ET)
Feb 9, 2016 · 7:12 pm EST
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 StockF2 | Feb 5, 2016 | M | 24,632 | $0.00 | A | 60,343 | D | |
| Common Stock | Feb 5, 2016 | M | 6,250 | $0.00 | A | 66,593 | D | |
| Common Stock | Feb 5, 2016 | M | 25,000 | $0.00 | A | 91,593 | D | |
| Common StockF5 | Feb 5, 2016 | F | 26,462 | $52.31 | D | 65,131 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F7 | — | Feb 5, 2016 | M | 24,632 | D | — | — | Common Stock | 24,632 | 73,896 | D |
| Restricted Stock UnitsF6,F8 | — | Feb 5, 2016 | M | 6,250 | D | — | — | Common Stock | 6,250 | 31,250 | D |
| Restricted Stock UnitsF6,F9 | — | Feb 5, 2016 | M | 25,000 | D | — | — | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1Vesting of RSUs granted to the Reporting Person on February 7, 2014.
- F2Includes 220 shares acquired under the Issuer's Employee Stock Purchase Plan on January 29, 2016.
- F3Vesting of RSUs granted to the Reporting Person on August 7, 2014.
- F4Vesting of RSUs granted to the Reporting Person on March 21, 2012.
- F5Represents shares relinquished by the Reporting Person and cancelled by the Issuer 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.
- F6Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- F7The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted February 7, 2014 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2014 until December 31, 2014, with vesting subject to approval of the performance calculation by the Issuer's Compensation Committee. This approval was obtained on January 27, 2015. As a result, 25% of the restricted stock units will vest on each of February 7, 2016, May 7, 2016, August 7, 2016 and November 7, 2016.
- F8The restricted stock units vest quarterly in eight equal installments beginning August 7, 2015. Shares of the Issuer's common stock will be delivered to the reporting person upon vesting.
- F9The restricted stock units vest as to 1/4th of the total shares on February 7, 2014 and thereafter shall vest as to 1/4th of the total number of shares in equal annual installments.