FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Donahoe John J
2. Issuer Name and Ticker or Trading Symbol

ServiceNow, Inc. [ NOW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Officer (see remark)
(Last)          (First)          (Middle)

C/O SERVICENOW, INC., 2225 LAWSON LANE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/6/2017
(Street)

SANTA CLARA, CA 95054
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1) 3/6/2017     A      167187         (2)   (2) Common Stock   167187   $0   167187   D    
Employee Stock Option (right to buy)   $86.26   3/6/2017     A      396720         (3) 3/5/2027   Common Stock   396720   $0   396720   D    

Explanation of Responses:
( 1)  Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
( 2)  The 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, subject to the continued employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting. For additional details about vesting conditions, please refer to the employment agreement between the Issuer and the Reporting Person.
( 3)  Subject to the Issuer's common stock reaching certain specified average closing prices for the 20 business day period ending on the trading day immediately prior to each vesting date, the shares subject to the option vest as to 1/5 of the total shares on February 17, 2018 and thereafter shall vest as to 1/60 of the total number of shares in 48 equal monthly installments beginning on March 17, 2018, subject to the continued employment of the Reporting Person on each vesting date. For additional details about vesting conditions, please refer to the employment agreement between the Issuer and the Reporting Person.

Remarks:
The Company has entered into an Employment Agreement with the Reporting Person appointing him Chief Executive Officer, to become effective April 3, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Donahoe John J
C/O SERVICENOW, INC.
2225 LAWSON LANE
SANTA CLARA, CA 95054


Executive Officer (see remark)

Signatures
/s/ John J. Donahoe by Matthew Kelly, Attorney-in-Fact 3/8/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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