Jacqueline P. Canney - Feb 10, 2023 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role: Chief People Officer
Signature: /s/ Jacqueline P. Canney by Russell S. Elmer, Attorney-in-Fact
Stock symbol: NOW
Transactions as of: Feb 10, 2023
Transactions value $: -$523,905
Form type: 4
Date filed: 2/14/2023, 03:48 PM
Previous filing: Feb 9, 2023
Next filing: Feb 28, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOW	Common Stock	Options Exercise	$0	+2.26K	+205.27%	$0.00	3.36K	Feb 10, 2023	Direct
transaction	NOW	Common Stock	Tax liability	-$493K	-1.08K	-32.04%	$458.36	2.28K	Feb 10, 2023	Direct	F1
transaction	NOW	Common Stock	Options Exercise	$0	+136	+5.96%	$0.00	2.42K	Feb 10, 2023	Direct
transaction	NOW	Common Stock	Tax liability	-$30.7K	-67	-2.77%	$458.36	2.35K	Feb 10, 2023	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	-2.26K	-30%	$0.00	5.27K	Feb 10, 2023	Common Stock	2.26K		Direct	F2, F3, F4
transaction	NOW	Restricted Stock Units	Options Exercise	$0	-136	-7.67%	$0.00	1.64K	Feb 10, 2023	Common Stock	136		Direct	F2, 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 February 15, 2022 under the Issuer's 2021 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2022 until December 31, 2022, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 23, 2023.
F4	30% of the shares subject to the restricted stock units will vest on February 12, 2023, 15% of the shares subject to the restricted stock units will vest on each of August 12, 2023 and February 12, 2024, 20% of the shares subject to the restricted stock units will vest on August 12, 2024, and the final vest on February 12, 2025 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, 2022 to December 31, 2024, 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, 2022, and subject to the continued service of the Reporting Person on each vesting date.