SEC Form 4 · accession 0001373715-18-000030
ServiceNow, Inc. · NOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Slootman
Director
Period of report
Feb 12, 2018
Accepted (ET)
Feb 14, 2018 · 6:03 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 | Feb 12, 2018 | M | 62,904 | $0.00 | A | 164,680 | D | |
| Common StockF1 | Feb 12, 2018 | F | 31,188 | $0.00 | D | 133,492 | D | |
| Common StockF2,F3 | Feb 13, 2018 | S | 10,207 | $146.2865 | D | 123,285 | D | |
| Common StockF2,F4 | Feb 13, 2018 | S | 19,789 | $147.5606 | D | 103,496 | D | |
| Common StockF2,F5 | Feb 13, 2018 | S | 1,720 | $148.1592 | D | 101,776 | 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 UnitsF6,F7 | — | Feb 12, 2018 | M | 62,904 | D | — | — | Common Stock | 62,904 | 62,904 | 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.
- F2Represents the aggregate of sales effected on the same day at different prices.
- F3Represents the weighted average sales price per share. The shares sold at prices ranging from $145.91 to $146.87 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 $146.975 to $147.96 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 $147.98 to $148.32 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.
- F6Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F7The 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.