Statement of Changes in Beneficial Ownership (4)
August 15 2017 - 5:51PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Schneider David
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2. Issuer Name
and
Ticker or Trading Symbol
ServiceNow, Inc.
[
NOW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CHIEF REVENUE OFFICER
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(Last)
(First)
(Middle)
C/O SERVICENOW, INC., 2225 LAWSON LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/11/2017
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(Street)
SANTA CLARA, CA 95054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/11/2017
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M
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31452
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A
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$0
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64943
(1)
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D
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Common Stock
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8/11/2017
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M
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10000
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A
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$0
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74943
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D
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Common Stock
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8/11/2017
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F
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22861
(2)
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D
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$0
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52082
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D
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Common Stock
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8/14/2017
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S
(3)
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16349
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D
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$107.2547
(4)
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35733
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D
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Common Stock
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190
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I
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By Schneider 2001 Living Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(5)
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8/11/2017
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M
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31452
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(6)
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(6)
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Common Stock
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31452.0
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$0
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94356
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D
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Restricted Stock Units
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(5)
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8/11/2017
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M
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10000
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(7)
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(7)
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Common Stock
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10000.0
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$0
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110000
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D
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Explanation of Responses:
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(1)
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Includes 25 shares acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2017
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(2)
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Represents 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.
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(3)
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The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
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(4)
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Represents the weighted average sales price per share. The shares sold at prices ranging from $106.85 to $107.516 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.
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(5)
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Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
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(6)
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The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted February 12, 2016 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2016 until December 31, 2016, with vesting subject to approval of the performance calculation by the Issuer's Compensation Committee. This approval was obtained on January 24, 2017. As a result, 25% of the restricted stock units will vest on each of August 12, 2017, November 12, 2017, February 12, 2018 and May 12, 2018.
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(7)
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The restricted stock units vest quarterly in 16 equal installments beginning August 12, 2016.
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Remarks:
EXHIBIT LIST: EX-24 DSchneider POA
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Schneider David
C/O SERVICENOW, INC.
2225 LAWSON LANE
SANTA CLARA, CA 95054
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CHIEF REVENUE OFFICER
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Signatures
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/s/ David Schneider by Derk Lupinek, Attorney-in-Fact
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8/15/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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