SEC Form 4 · accession 0001373715-16-000431
ServiceNow, Inc. · NOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frederic B Luddy
Director
Period of report
Nov 7, 2016
Accepted (ET)
Nov 9, 2016 · 7:27 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 | 32,842 | $0.00 | A | 34,429 | D | |
| Common Stock | Nov 7, 2016 | M | 10,110 | $0.00 | A | 44,539 | D | |
| Common Stock | Nov 7, 2016 | F | 22,413 | $0.00 | D | 22,126 | D | |
| Common Stock | holding | — | — | — | 2,726,588 | I | by Frederic B. Luddy Family Trust | |
| Common Stock | holding | — | — | — | 560,000 | I | by Luddy Family Dynasty Trust LLC | |
| Common Stock | holding | — | — | — | 14,500 | I | by Spouse | |
| Common Stock | holding | — | — | — | 18,500 | 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 UnitsF2,F3 | — | Nov 7, 2016 | M | 32,842 | D | — | Nov 7, 2016 | Common Stock | 32,842 | 0 | D |
| Restricted Stock UnitsF2,F4 | — | Nov 7, 2016 | M | 10,110 | D | — | May 7, 2017 | Common Stock | 10,110 | 20,220 | 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 fromthe vesting of RSUs, in accordance with Rule 16b-3.
- F2Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- F3The 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.
- F4The 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.