SEC Form 4 · accession 0001373715-18-000175
ServiceNow, Inc. · NOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patricia L Wadors
Officer — Chief Talent Officer
Period of report
Aug 17, 2018
Accepted (ET)
Aug 21, 2018 · 8:11 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 Stock | Aug 17, 2018 | M | 1,148 | $0.00 | A | 1,148 | D | |
| Common StockF1 | Aug 17, 2018 | F | 570 | $0.00 | D | 578 | D | |
| Common Stock | Aug 17, 2018 | M | 6,451 | $0.00 | A | 7,029 | D | |
| Common StockF1 | Aug 17, 2018 | F | 3,199 | $0.00 | D | 3,830 | D | |
| Common Stock | Aug 17, 2018 | M | 17,204 | $0.00 | A | 21,034 | D | |
| Common StockF1 | Aug 17, 2018 | F | 8,530 | $0.00 | D | 12,504 | D | |
| Common StockF2 | Aug 20, 2018 | S | 8,464 | $179.6183 | D | 4,040 | D | |
| Common StockF3 | Aug 20, 2018 | S | 4,040 | $180.5674 | D | 0 | 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 UnitsF4,F5 | — | Aug 17, 2018 | M | 1,148 | D | — | — | Common Stock | 1,148 | 6,888 | D |
| Restricted Stock UnitsF4,F6 | — | Aug 17, 2018 | M | 6,451 | D | — | — | Common Stock | 6,451 | 51,612 | D |
| Restricted Stock UnitsF4,F7 | — | Aug 17, 2018 | M | 17,204 | D | — | — | Common Stock | 17,204 | 0 | 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 weighted average sales price per share. The shares sold at prices ranging from $179.145 to $180.13 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.
- F3Represents the weighted average sales price per share. The shares sold at prices ranging from $180.29 to $180.705 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.
- F4Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- F5The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted September 17, 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, one-third (1/3) of the restricted stock units vested on February 17, 2018, and the remaining two-thirds (2/3) of the restricted stock units will vest in equal quarterly installments over eight (8) subsequent quarters.
- F6The restricted stock units vested as to one-twelfth (1/12th) of the total shares on November 17, 2017 and thereafter shall vest in equal quarterly installments over the next eleven (11) quarters.
- F7Represents an award of restricted stock units ("RSUs"). One hundred percent (100%) of the total shares vested on August 17, 2018.