Christopher Bedi - Jan 25, 2022 Form 3/A - Amendment Insider Report for ServiceNow, Inc. (NOW)

Role
Chief Information Officer
Signature
/s/ Christopher Bedi by Russell S. Elmer, Attorney-in-Fact
Stock symbol
NOW
Transactions as of
Jan 25, 2022
Transactions value $
$0
Form type
3/A - Amendment
Date filed
2/4/2022, 06:22 PM
Date Of Original Report
Feb 4, 2022
Next filing
Feb 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NOW Common Stock 12.3K Jan 25, 2022 Direct

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
holding NOW Employee Stock Option (Right to Buy) Jan 25, 2022 Common Stock 8K $74.97 Direct F1
holding NOW Restricted Stock Units Jan 25, 2022 Common Stock 785 Direct F2, F3
holding NOW Restricted Stock Units Jan 25, 2022 Common Stock 786 Direct F3, F4
holding NOW Restricted Stock Units Jan 25, 2022 Common Stock 1.55K Direct F3, F5
holding NOW Restricted Stock Units Jan 25, 2022 Common Stock 6.26K Direct F3, F6
holding NOW Restricted Stock Units Jan 25, 2022 Common Stock 1.37K Direct F3, F7
holding NOW Restricted Stock Units Jan 25, 2022 Common Stock 11K Direct F3, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This stock option grant is fully vested.
F2 The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 12, 2019, and subject to the continued service of the Reporting Person on each vesting date.
F3 Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
F4 Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 12, 2019 under the Issuer's 2012 Equity Incentive Plan. The performance period 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 vested 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.
F5 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.
F6 Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 18, 2020 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2020 until December 31, 2020, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 26, 2021. As a result, 33.3% of the shares subject to the restricted stock units vested on February 17, 2021, and 8.3% of the shares subject to the restricted stock units will vest quarterly thereafter until February 17, 2023, subject to the reporting person's continued service to the Issuer on each vesting date.
F7 The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 7, 2021, and subject to the continued service of the Reporting Person on each vesting date.
F8 Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 8, 2021 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2021 until December 31, 2021, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 24, 2022.
F9 30% of the shares subject to the restricted stock units will vest on February 7, 2022, 15% of the shares subject to the restricted stock units will vest on each of August 7, 2022 and February 7, 2023, 20% of the shares subject to the restricted stock units will vest on August 7, 2023, and the final vest on February 7, 2024 of 20% of the shares subject to the restricted stock units is subject to adjustment based on the Issuer's 3-year relative total stockholder return performance against the S&P 500 index for the period from January 1, 2021 to December 31, 2023, subject to the reporting person's continued service to the Issuer on each vesting date.

Remarks:

This Amendment includes the Power of Attorney as an Exhibit, which was not filed with the original Form 3. No changes are being made to the line items included in the original Form 3. EXHITBIT LIST: EX-24 C Bedi POA