William R. McDermott - May 9, 2023 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: May 9, 2023
Transactions value $: $48,413,380
Form type: 4
Date filed: 5/10/2023, 05:13 PM
Previous filing: May 9, 2023
Next filing: May 16, 2023

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	Employee Stock Option (Right to Buy)	Award	$48.4M	+69.4K	+100%	$697.76	139K	May 9, 2023	Common Stock	69.4K	$697.76	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As the Issuer has previously disclosed, on October 29, 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.
F2	On May 9, 2023 the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche Two of the PSO. Despite having met this performance metric, the shares for Tranche One and Tranche Two have not yet vested. They may vest, if at all, only if: (i) the achievements of the stock price metrics for Tranche One and Tranche Two are certified; and (ii) the Reporting Person serves as either Chief Executive Officer or Executive Chairman of the Issuer on such vesting date and further provided that no vesting may occur before October 29, 2023.

Content

As the Issuer has previously disclosed, on October 29, 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 May 9, 2023 the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche Two of the PSO. Despite having met this performance metric, the shares for Tranche One and Tranche Two have not yet vested. They may vest, if at all, only if: (i) the achievements of the stock price metrics for Tranche One and Tranche Two are certified; and (ii) the Reporting Person serves as either Chief Executive Officer or Executive Chairman of the Issuer on such vesting date and further provided that no vesting may occur before October 29, 2023.