William R. McDermott - Nov 17, 2022 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role
Chairman & CEO, Director
Signature
/s/ William R. McDermott by Russell S. Elmer, Attorney-in-Fact
Stock symbol
NOW
Transactions as of
Nov 17, 2022
Transactions value $
-$1,007,058
Form type
4
Date filed
11/21/2022, 08:08 PM
Previous filing
Nov 17, 2022
Next filing
Jan 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOW Common Stock Options Exercise $0 +4.46K +8.4% $0.00 57.5K Nov 17, 2022 Direct
transaction NOW Common Stock Tax liability -$885K -2.21K -3.84% $400.58 55.3K Nov 17, 2022 Direct F1
transaction NOW Common Stock Options Exercise $0 +612 +1.11% $0.00 55.9K Nov 17, 2022 Direct
transaction NOW Common Stock Tax liability -$122K -304 -0.54% $400.58 55.6K Nov 17, 2022 Direct F1
holding NOW Common Stock 1.93K Nov 17, 2022 by William R. McDermott 2020 GRAT

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 -4.46K -50.03% $0.00 4.45K Nov 17, 2022 Common Stock 4.46K Direct F2, F3
transaction NOW Restricted Stock Units Options Exercise $0 -612 -16.68% $0.00 3.06K Nov 17, 2022 Common Stock 612 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 continued employment of the Reporting Person as CEO 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 employment of the Reporting Person as CEO on each vesting date.