SEC Form 4 · accession 0001373715-16-000399
ServiceNow, Inc. · NOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Schneider
Officer — Chief Revenue Officer
Period of report
Aug 5, 2016
Accepted (ET)
Aug 9, 2016 · 7:41 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 | Aug 5, 2016 | M | 6,250 | $0.00 | A | 26,959 | D | |
| Common Stock | Aug 5, 2016 | M | 24,632 | $0.00 | A | 51,591 | D | |
| Common Stock | Aug 5, 2016 | M | 8,088 | $0.00 | A | 59,679 | D | |
| Common Stock | Aug 5, 2016 | F | 21,493 | $0.00 | D | 38,186 | D | |
| Common Stock | Aug 8, 2016 | S | 3,627 | $75.00 | D | 34,559 | D | |
| Common Stock | holding | — | — | — | 190 | I | By Schneider 2001 Living 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 UnitsF4,F5 | — | Aug 5, 2016 | M | 6,250 | D | — | — | Common Stock | 6,250 | 18,750 | D |
| Restricted Stock UnitsF4,F6 | — | Aug 5, 2016 | M | 24,632 | D | — | — | Common Stock | 24,632 | 24,632 | D |
| Restricted Stock UnitsF4,F7 | — | Aug 5, 2016 | M | 8,088 | D | — | — | Common Stock | 8,088 | 24,264 | D |
Explanation of responses
- F1Includes 57 shares acquired under the Issuer's Employee Stock Purchase Plan on July 29, 2016.
- F2Represents 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.
- F3The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F4Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- F5The 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.
- F6The 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.
- F7The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted February 7, 2015 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2015 until December 31, 2015, with vesting subject to approval of the performance calculation by the Issuer's Compensation Committee. This approval was obtained on January 26, 2016. As a result, 25% of the restricted stock units will vest on each of August 7, 2016, November 7, 2016, February 7, 2017 and May 7, 2017.