SEC Form 4 · accession 0001373715-16-000429
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
Nov 7, 2016
Accepted (ET)
Nov 9, 2016 · 7:25 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 Stock | Nov 7, 2016 | M | 24,632 | $0.00 | A | 29,953 | D | |
| Common Stock | Nov 7, 2016 | M | 8,088 | $0.00 | A | 38,041 | D | |
| Common Stock | Nov 7, 2016 | M | 6,250 | $0.00 | A | 44,291 | D | |
| Common Stock | Nov 7, 2016 | F | 20,336 | $0.00 | D | 23,955 | D | |
| Common StockF3,F4 | Nov 7, 2016 | S | 18,634 | $84.3154 | D | 5,321 | 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 UnitsF5,F6 | — | Nov 7, 2016 | M | 24,632 | D | — | — | Common Stock | 24,632 | 0 | D |
| Restricted Stock UnitsF5,F7 | — | Nov 7, 2016 | M | 8,088 | D | — | — | Common Stock | 8,088 | 16,176 | D |
| Restricted Stock UnitsF5,F8 | — | Nov 7, 2016 | M | 6,250 | D | — | — | Common Stock | 6,250 | 12,500 | D |
Explanation of responses
- F1Represents 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.
- F2The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F3Represents the aggregate of sales effected on the same day at different prices pursuant to the 10b5-1 trading plan noted in footnote (1).
- F4Represents the weighted average sales price per share. The shares sold at prices ranging from $84.00 to $84.67 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.
- F5Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- 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.
- 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.