Fay Sien Goon - May 12, 2021 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role: Principal Accounting Officer
Signature: /s/ Fay Sien Goon by Russell S. Elmer, Attorney-in-Fact
Stock symbol: NOW
Transactions as of: May 12, 2021
Transactions value $: -$253,267
Form type: 4
Date filed: 5/14/2021, 04:32 PM
Previous filing: May 11, 2021
Next filing: May 19, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOW	Common Stock	Options Exercise	$0	+142	+3.57%	$0.00	4.12K	May 12, 2021	Direct
transaction	NOW	Common Stock	Tax liability	-$33K	-71	-1.73%	$464.71	4.04K	May 12, 2021	Direct	F1
transaction	NOW	Common Stock	Options Exercise	$0	+625	+15.45%	$0.00	4.67K	May 12, 2021	Direct
transaction	NOW	Common Stock	Tax liability	-$144K	-310	-6.64%	$464.71	4.36K	May 12, 2021	Direct	F1
transaction	NOW	Common Stock	Options Exercise	$0	+264	+6.06%	$0.00	4.62K	May 12, 2021	Direct
transaction	NOW	Common Stock	Tax liability	-$60.9K	-131	-2.83%	$464.71	4.49K	May 12, 2021	Direct	F1
transaction	NOW	Common Stock	Options Exercise	$0	+66	+1.47%	$0.00	4.56K	May 12, 2021	Direct
transaction	NOW	Common Stock	Tax liability	-$15.3K	-33	-0.72%	$464.71	4.53K	May 12, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NOW	Restricted Stock Units	Options Exercise	$0	-142	-25.04%	$0.00	425	May 12, 2021	Common Stock	142		Direct	F2, F3
transaction	NOW	Restricted Stock Units	Options Exercise	$0	-625	-50%	$0.00	625	May 12, 2021	Common Stock	625		Direct	F2, F4
transaction	NOW	Restricted Stock Units	Options Exercise	$0	-264	-12.52%	$0.00	1.85K	May 12, 2021	Common Stock	264		Direct	F2, F5
transaction	NOW	Restricted Stock Units	Options Exercise	$0	-66	-10.02%	$0.00	593	May 12, 2021	Common Stock	66		Direct	F2, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
F3	Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted August 12, 2019 under the Issuer's 2012 Equity Incentive Plan. The performanceperiod for the restricted stock units was January 1, 2019 until December 31, 2019, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 27, 2020. As a result, 33.3% of the shares subject to the restricted stock units will vest on February 12, 2020, and 8.3% of the shares subject to the restricted stock units will vest quarterly thereafter until February 12, 2022, subject to the reporting person's continued service to the Issuer on each vesting date.
F4	The restricted stock units vest as to 12.5% of the total shares on November 12, 2019 and thereafter shall vest in equal quarterly installments, ending on August 12, 2021.
F5	The restricted stock units vest as to 18.75% of the total shares on November 12, 2019 and thereafter shall vest in equal quarterly installments over the next three (3) years.
F6	The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vest occurring on November 12, 2019, and subject to the continued service of the Reporting Person on each vesting date.