Jacqueline P. Canney - Aug 5, 2022 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Signature
/s/ Jacqueline P. Canney by Russell S. Elmer, Attorney-in-Fact
Stock symbol
NOW
Transactions as of
Aug 5, 2022
Transactions value $
$2,259,219
Form type
4
Date filed
8/9/2022, 06:24 PM
Previous filing
Aug 3, 2022
Next filing
Aug 16, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOW Common Stock Options Exercise $0 +1.27K +173.9% $0.00 1.99K Aug 5, 2022 Direct
transaction NOW Common Stock Tax liability -$309K -624 -31.29% $494.85 1.37K Aug 5, 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 -1.27K -21.41% $0.00 4.65K Aug 5, 2022 Common Stock 1.27K Direct F2, F3, F4
transaction NOW Employee Stock Option (Right to Buy) Award $2.57M +3.92K $655.94 3.92K Aug 5, 2022 Common Stock 3.92K $655.94 Direct 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 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 16, 2021 under the Issuer's 2021 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.
F4 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.
F5 As the Issuer has previously disclosed, on December 13, 2021, a Performance Stock Option ("PSO") was granted to the Reporting Person. The Issuer also disclosed that there are eight separate tranches to the PSO and any tranche may vest only if both subscription revenue and stock price performance metrics are met, in addition to service requirements. The performance period in which the performance targets may be met is from October 29, 2021 to and including September 30, 2026. On August 5, 2022, the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche 1 of the PSO. Despite having met this performance metric, the shares for Tranche 1 have not yet vested. They may vest, if at all, only if: (i) the achievement of the stock price metric for Tranche 1 is certified; and (ii) the Reporting Person serves as an employee of the Issuer on such vesting date and further provided that no vesting may occur before December 13, 2023.