SEC Form 4 · accession 0001373715-18-000171
ServiceNow, Inc. · NOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Donahoe
Officer — President and CEO · Director
Period of report
Aug 17, 2018
Accepted (ET)
Aug 20, 2018 · 6:39 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 17, 2018 | M | 33,465 | $0.00 | A | 70,637 | D | |
| Common StockF2 | Aug 17, 2018 | F | 16,592 | $0.00 | D | 54,045 | D | |
| Common Stock | Aug 17, 2018 | M | 1,394 | $0.00 | A | 55,439 | D | |
| Common StockF2 | Aug 17, 2018 | F | 692 | $0.00 | D | 54,747 | D | |
| Common Stock | Aug 17, 2018 | M | 8,359 | $0.00 | A | 63,106 | D | |
| Common StockF2 | Aug 17, 2018 | M | 4,145 | $0.00 | D | 58,961 | 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 UnitsF3,F4 | — | Aug 17, 2018 | M | 33,465 | D | — | — | Restricted Stock Units | 33,465 | 100,393 | D |
| Restricted Stock UnitsF3,F5 | — | Aug 17, 2018 | M | 1,394 | D | — | — | Common Stock | 1,394 | 2,790 | D |
| Restricted Stock UnitsF3,F6 | — | Aug 17, 2018 | M | 8,359 | D | — | — | Common Stock | 8,359 | 117,032 | D |
Explanation of responses
- F1Includes 162 shares acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2018
- 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.
- F3Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- F4The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted March 6, 2017 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2017 until December 31, 2017, with vesting subject to approval of the performance calculation by the Issuer's Compensation Committee. This approval was obtained on January 29, 2018. As a result, 25% of the restricted stock units will vest on each of August 17, 2018, November 17, 2018, February 17, 2019 and May 17, 2019.
- F5The restricted stock units vest quarterly in eight equal installments, with the first vest occurring May 17, 2017, and subject to the continued employment of the Reporting Person on each vesting date.
- F6The restricted stock units vest as to 1/5 of the total shares on February 17, 2018 and thereafter shall vest in 16 equal quarterly installments commencing on May 17, 2018.