Russell S. Elmer - Feb 17, 2022 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role: General Counsel
Signature: /s/ Russell S. Elmer
Stock symbol: NOW
Transactions as of: Feb 17, 2022
Transactions value $: -$423,181
Form type: 4
Date filed: 2/22/2022, 05:02 PM
Previous filing: Feb 17, 2022
Next filing: May 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOW	Common Stock	Options Exercise	$0	+1.32K	+11.13%	$0.00	13.2K	Feb 17, 2022	Direct
transaction	NOW	Common Stock	Tax liability	-$372K	-657	-4.97%	$565.75	12.6K	Feb 17, 2022	Direct	F1
transaction	NOW	Common Stock	Options Exercise	$0	+182	+1.45%	$0.00	12.8K	Feb 17, 2022	Direct
transaction	NOW	Common Stock	Tax liability	-$51.5K	-91	-0.71%	$565.75	12.7K	Feb 17, 2022	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	-1.32K	-20.02%	$0.00	5.29K	Feb 17, 2022	Common Stock	1.32K		Direct	F2, F3
transaction	NOW	Restricted Stock Units	Options Exercise	$0	-182	-11.13%	$0.00	1.45K	Feb 17, 2022	Common Stock	182		Direct	F2, F4

* 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 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 will vest 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.
F4	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.