SEC Form 4 · accession 0001373715-16-000365
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 5, 2016
Accepted (ET)
May 9, 2016 · 5:40 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 StockF2,F3 | May 5, 2016 | S | 55,973 | $67.8516 | D | 3,570,615 | I | by Frederic B. Luddy Family Trust |
| Common StockF2,F4 | May 5, 2016 | S | 19,027 | $68.4523 | D | 3,551,588 | I | by Frederic B. Luddy Family Trust |
| Common StockF2,F5 | May 6, 2016 | S | 33,165 | $66.2532 | D | 3,518,423 | I | by Frederic B. Luddy Family Trust |
| Common StockF2,F6 | May 6, 2016 | S | 41,835 | $67.1757 | D | 3,476,588 | I | by Frederic B. Luddy Family Trust |
| Common Stock | May 6, 2016 | M | 32,842 | $0.00 | A | 302,836 | D | |
| Common StockF7 | May 6, 2016 | F | 130,450 | $0.00 | D | 172,386 | D | |
| Common StockF8 | May 6, 2016 | F | 17,137 | $0.00 | D | 155,249 | D | |
| Common Stock | holding | — | — | — | 650,000 | I | by Luddy Family Dynasty Trust LLC | |
| Common Stock | holding | — | — | — | 19,000 | I | by Spouse | |
| Common Stock | holding | — | — | — | 26,000 | I | by Spouse's 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 UnitsF9,F10 | — | May 6, 2016 | M | 32,842 | D | — | Nov 7, 2016 | Common Stock | 32,842 | 65,685 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F10The 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.
- F2Represents the aggregate of sales effected on the same day at different prices pursuant to the 10b5-1 trading plan noted in footnote (1).
- F3Represents the weighted average sales price per share. The shares sold at prices ranging from $67.28 to $68.27 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.
- F4Represents the weighted average sales price per share. The shares sold at prices ranging from $68.28 to $68.62 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 $65.84 to $66.83 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 $66.84 to $67.65 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.
- F7Represents 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, in accordance with Rule 16b-3, resulting from the vesting of RSUs on March 1, 2016 which settled on a 1-for-1 basis on May 6, 2016.
- F8Represents 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.
- F9Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.