Christopher Bedi - 11 Feb 2022 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role: Chief Information Officer
Signature: /s/ Christopher Bedi by Russell S. Elmer, Attorney-in-Fact
Issuer symbol: NOW
Transactions as of: 11 Feb 2022
Net transactions value: -$364,642
Form type: 4
Filing time: 15 Feb 2022, 18:01:14 UTC
Previous filing: 09 Feb 2022
Next filing: 17 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOW	Common Stock	Options Exercise	$0	+786	+6%	$0.000000	13,963	11 Feb 2022	Direct
transaction	NOW	Common Stock	Tax liability	$227,651	-390	-2.8%	$583.72	13,573	11 Feb 2022	Direct	F1
transaction	NOW	Common Stock	Options Exercise	$0	+157	+1.2%	$0.000000	13,730	11 Feb 2022	Direct
transaction	NOW	Common Stock	Tax liability	$45,530	-78	-0.57%	$583.72	13,652	11 Feb 2022	Direct	F1
transaction	NOW	Common Stock	Sale	$91,461	-158	-1.2%	$578.87	13,494	14 Feb 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	-786	-100%	$0.000000^*	0	11 Feb 2022	Common Stock	786		Direct	F3, F4
transaction	NOW	Restricted Stock Units	Options Exercise	$0	-157	-20%	$0.000000	628	11 Feb 2022	Common Stock	157		Direct	F3, F5

* 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	The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
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 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.
F5	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.