SEC Form 4 · accession 0001373715-18-000207
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
Nov 16, 2018
Accepted (ET)
Nov 19, 2018 · 6:02 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 16, 2018 | M | 33,464 | $0.00 | A | 92,425 | D | |
| Common StockF1 | Nov 16, 2018 | F | 16,592 | $0.00 | D | 75,833 | D | |
| Common Stock | Nov 16, 2018 | M | 8,360 | $0.00 | A | 84,193 | D | |
| Common StockF1 | Nov 16, 2018 | F | 4,145 | $0.00 | D | 80,048 | D | |
| Common Stock | Nov 16, 2018 | M | 1,395 | $0.00 | A | 81,443 | D | |
| Common StockF1 | Nov 16, 2018 | F | 692 | $0.00 | D | 80,751 | 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 UnitsF2,F3 | — | Nov 16, 2018 | M | 33,464 | D | — | — | Common Stock | 33,464 | 66,929 | D |
| Restricted Stock UnitsF2,F4 | — | Nov 16, 2018 | M | 8,360 | D | — | — | Common Stock | 8,360 | 108,672 | D |
| Restricted Stock UnitsF2,F5 | — | Nov 16, 2018 | M | 1,395 | D | — | — | Common Stock | 1,395 | 1,395 | 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.
- 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 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.
- F4The 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.
- 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.