Gina Mastantuono - Feb 17, 2023 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role
Chief Financial Officer
Signature
/s/ Gina Mastantuono by Russell S. Elmer, Attorney-in-Fact
Stock symbol
NOW
Transactions as of
Feb 17, 2023
Transactions value $
-$413,547
Form type
4
Date filed
2/22/2023, 03:25 PM
Previous filing
Feb 28, 2023
Next filing
Apr 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOW Common Stock Options Exercise $0 +1.67K +15.44% $0.00 12.5K Feb 17, 2023 Direct
transaction NOW Common Stock Tax liability -$364K -828 -6.64% $439.01 11.7K Feb 17, 2023 Direct F1
transaction NOW Common Stock Options Exercise $0 +229 +1.97% $0.00 11.9K Feb 17, 2023 Direct
transaction NOW Common Stock Tax liability -$50K -114 -0.96% $439.01 11.8K Feb 17, 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 -1.67K -100% $0.00* 0 Feb 17, 2023 Common Stock 1.67K Direct F2, F3
transaction NOW Restricted Stock Units Options Exercise $0 -229 -19.97% $0.00 918 Feb 17, 2023 Common Stock 229 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.