SEC Form 4 · accession 0001373715-19-000054
ServiceNow, Inc. · NOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Donahoe
Officer — CEO · Director
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 6:06 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 15, 2019 | M | 1,395 | $0.00 | A | 62,335 | D | |
| Common StockF1 | Feb 15, 2019 | F | 692 | $0.00 | D | 61,643 | D | |
| Common Stock | Feb 15, 2019 | M | 8,359 | $0.00 | A | 70,002 | D | |
| Common StockF1 | Feb 15, 2019 | F | 4,145 | $0.00 | D | 65,857 | D | |
| Common Stock | Feb 15, 2019 | M | 33,465 | $0.00 | A | 99,322 | D | |
| Common StockF1 | Feb 15, 2019 | F | 16,592 | $0.00 | D | 82,730 | 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 | — | Feb 15, 2019 | M | 1,395 | D | — | — | Common Stock | 1,395 | 0 | D |
| Restricted Stock UnitsF2,F4 | — | Feb 15, 2019 | M | 8,359 | D | — | — | Common Stock | 8,359 | 100,313 | D |
| Restricted Stock UnitsF2,F5 | — | Feb 15, 2019 | M | 33,465 | D | — | — | Common Stock | 33,465 | 33,464 | 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 vest quarterly in eight equal installments, with the first vest occurring May 17, 2017, and the final vest occurring on February 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 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.