SEC Form 4 · accession 0001373715-19-000058
ServiceNow, Inc. · NOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chirantan Jitendra Desai
Officer — Chief Product Officer
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 6:13 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 | 9,375 | $0.00 | A | 30,215 | D | |
| Common StockF1 | Feb 15, 2019 | F | 4,649 | $0.00 | D | 25,566 | D | |
| Common Stock | Feb 15, 2019 | M | 2,957 | $0.00 | A | 28,523 | D | |
| Common StockF1 | Feb 15, 2019 | F | 1,467 | $0.00 | D | 27,056 | D | |
| Common Stock | Feb 15, 2019 | M | 10,684 | $0.00 | A | 37,740 | D | |
| Common StockF1 | Feb 15, 2019 | F | 5,298 | $0.00 | D | 32,442 | D | |
| Common Stock | Feb 19, 2019 | S | 6,962 | $233.49 | D | 25,480 | 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 | — | Feb 15, 2019 | M | 9,375 | D | — | — | Common Stock | 9,375 | 75,000 | D |
| Restricted Stock UnitsF3,F5 | — | Feb 15, 2019 | M | 2,957 | D | — | — | Common Stock | 2,957 | 2,957 | D |
| Restricted Stock UnitsF3,F6 | — | Feb 15, 2019 | M | 10,684 | D | — | — | Common Stock | 10,684 | 10,683 | 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.
- F2The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F3Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- F4The restricted stock units vest as to 1/4 of the total shares on February 17, 2018 and thereafter shall vest as to 1/16th of the total number of shares in equal quarterly installments.
- F5The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted February 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, 25% of the restricted stock units will vest on each of August 17, 2018, November 17, 2018, February 17, 2019 and May 17, 2019.
- F6The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted November 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, 25% of the restricted stock units will vest on each of August 17, 2018, November 17, 2018, February 17, 2019 and May 17, 2019.