Russell S. Elmer - Feb 7, 2022 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Signature
/s/ Russell S. Elmer
Stock symbol
NOW
Transactions as of
Feb 7, 2022
Transactions value $
-$2,342,945
Form type
4
Date filed
2/9/2022, 06:40 PM
Previous filing
Jan 26, 2022
Next filing
Feb 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOW Common Stock Sale -$1.21M -2.09K -19.34% $577.99 8.72K Feb 7, 2022 Direct F1
transaction NOW Common Stock Options Exercise $0 +3.48K +39.86% $0.00 12.2K Feb 7, 2022 Direct
transaction NOW Common Stock Tax liability -$845K -1.47K -12.08% $573.20 10.7K Feb 7, 2022 Direct F2
transaction NOW Common Stock Options Exercise $0 +111 +1.03% $0.00 10.8K Feb 7, 2022 Direct
transaction NOW Common Stock Tax liability -$32.1K -56 -0.52% $573.20 10.8K Feb 7, 2022 Direct F2
transaction NOW Common Stock Options Exercise $0 +903 +8.38% $0.00 11.7K Feb 7, 2022 Direct
transaction NOW Common Stock Tax liability -$257K -448 -3.83% $573.20 11.2K Feb 7, 2022 Direct F2

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 -3.48K -30% $0.00 8.11K Feb 7, 2022 Common Stock 3.48K Direct F3, F4, F5
transaction NOW Restricted Stock Units Options Exercise $0 -111 -7.68% $0.00 1.34K Feb 7, 2022 Common Stock 111 Direct F3, F6
transaction NOW Restricted Stock Units Options Exercise $0 -903 -20% $0.00 3.61K Feb 7, 2022 Common Stock 903 Direct F3, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
F2 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.
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 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.
F5 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.
F6 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.
F7 The restricted stock units vest as to 1/4th of the total shares on February 7th, 2020 and thereafter shall vest as to 1/16th of the total number of shares in equal quarterly installments, subject to the continued service of the Reporting Person on each vesting date.