Statement of Changes in Beneficial Ownership (4)
February 19 2020 - 6:47PM
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).
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
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1. Name and Address of Reporting Person
*
WADORS PATRICIA L |
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 Talent Officer |
(Last)
(First)
(Middle)
C/O SERVICENOW, INC., 2225 LAWSON LANE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2020 |
(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 | 2/14/2020 | | M | | 6452 | A | $0 | 6452 | D | |
Common Stock | 2/14/2020 | | F | | 3199 (1) | D | $356.16 | 3253 | D | |
Common Stock | 2/14/2020 | | M | | 1148 | A | $0 | 4401 | D | |
Common Stock | 2/14/2020 | | F | | 570 (1) | D | $356.16 | 3831 | D | |
Common Stock | 2/18/2020 | | S | | 3831 | D | $357.534 | 0 | D | |
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) | 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 | (2) | 2/14/2020 | | M | | | 6452 | (3) | (3) | Common Stock | 6452.0 | $0 | 12903 | D | |
Restricted Stock Units | (2) | 2/14/2020 | | M | | | 1148 | (4) | (4) | Common Stock | 1148.0 | $0 | 0 | D | |
Restricted Stock Units | (2) | 2/18/2020 | | A | | 2905 | | (5) | (5) | Common Stock | 2905.0 | $0 | 2905 | D | |
Explanation of Responses: |
(1) | Represents shares relinquished by the Reporting Person 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. |
(2) | Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. |
(3) | The restricted stock units vested as to one-twelfth (1/12th) of the total shares on November 17, 2017 and thereafter shall vest in equal quarterly installments over the next eleven (11) quarters, and subject to the continued service of the Reporting Person on each vesting date. |
(4) | The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted September 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, one-third (1/3) of the restricted stock units vested on February 17, 2018, and the remaining two-thirds (2/3) of the restricted stock units will vest in equal quarterly installments over eight (8) subsequent quarters, and subject to the continued service of the Reporting Person on each vesting date. |
(5) | The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 17, 2020, and subject to the continued service of the Reporting Person on each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
WADORS PATRICIA L C/O SERVICENOW, INC. 2225 LAWSON LANE SANTA CLARA, CA 95054 |
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| Chief Talent Officer |
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Signatures
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/s/Patricia L. Wadors by Russell S. Elmer, Attorney-in-Fact | | 2/19/2020 |
**Signature of Reporting Person | Date |
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