SEC Form 4 · accession 0001373715-17-000136
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 11, 2017
Accepted (ET)
Aug 15, 2017 · 5:49 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 11, 2017 | M | 31,452 | $0.00 | A | 64,943 | D | |
| Common Stock | Aug 11, 2017 | M | 10,000 | $0.00 | A | 74,943 | D | |
| Common StockF2 | Aug 11, 2017 | F | 22,861 | $0.00 | D | 52,082 | D | |
| Common StockF4 | Aug 14, 2017 | S | 16,349 | $107.2547 | D | 35,733 | 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 UnitsF5,F6 | — | Aug 11, 2017 | M | 31,452 | D | — | — | Common Stock | 31,452 | 94,356 | D |
| Restricted Stock UnitsF5,F7 | — | Aug 11, 2017 | M | 10,000 | D | — | — | Common Stock | 10,000 | 110,000 | D |
Explanation of responses
- F1Includes 25 shares acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2017
- 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 transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F4Represents the weighted average sales price per share. The shares sold at prices ranging from $106.85 to $107.516 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 12, 2016 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2016 until December 31, 2016, with vesting subject to approval of the performance calculation by the Issuer's Compensation Committee. This approval was obtained on January 24, 2017. As a result, 25% of the restricted stock units will vest on each of August 12, 2017, November 12, 2017, February 12, 2018 and May 12, 2018.
- F7The restricted stock units vest quarterly in 16 equal installments beginning August 12, 2016.
Remarks
EXHIBIT LIST: EX-24 DSchneider POA