Lara Caimi - May 9, 2023 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role
Chief Custmr Ofc-GM Impact Svc
Signature
/s/ Lara Caimi by Russell S. Elmer, Attorney-in-Fact
Stock symbol
NOW
Transactions as of
May 9, 2023
Transactions value $
$2,568,005
Form type
4
Date filed
5/10/2023, 05:14 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 $2.57M +3.92K +100% $655.94 7.83K May 9, 2023 Common Stock 3.92K $655.94 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Lara Caimi is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 As the Issuer has previously disclosed, on Dec. 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 Oct. 29, 2021 to and including Sept. 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 an employee of the Issuer on such vesting date and further provided that no vesting may occur before Dec. 13, 2023.