Paul John Smith - 07 Aug 2023 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Signature
/s/ Paul John Smith by Russell S. Elmer, Attorney-in-Fact
Issuer symbol
NOW
Transactions as of
07 Aug 2023
Net transactions value
-$283,875
Form type
4
Filing time
09 Aug 2023, 16:19:11 UTC
Previous filing
07 Aug 2023
Next filing
15 Aug 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOW Common Stock Options Exercise $0 +844 +43% $0.000000 2,821 07 Aug 2023 Direct
transaction NOW Common Stock Options Exercise $0 +40 +1.4% $0.000000 2,861 07 Aug 2023 Direct
transaction NOW Common Stock Options Exercise $0 +23 +0.8% $0.000000 2,884 07 Aug 2023 Direct
transaction NOW Common Stock Sale $283,875 -519 -18% $546.96 2,365 08 Aug 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 -844 -50% $0.000000 847 07 Aug 2023 Common Stock 844 Direct F2, F3, F4
transaction NOW Restricted Stock Units Options Exercise $0 -40 -14% $0.000000 244 07 Aug 2023 Common Stock 40 Direct F2, F5
transaction NOW Restricted Stock Units Options Exercise $0 -23 -12% $0.000000 161 07 Aug 2023 Common Stock 23 Direct F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares sold to cover tax obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its 2012 and 2021 Equity Incentive Plans, and does not represent a discretionary trade by the Reporting Person.
F2 Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
F3 30% of the shares subject to the restricted stock units will vest on February 7, 2022, 15% of the shares subject to the restricted stock units will vest on each of August 7, 2022 and February 7, 2023, 20% of the shares subject to the restricted stock units will vest on August 7, 2023, and the final vest on February 7, 2024 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, 2021 to December 31, 2023, subject to the reporting person's continued service to the Issuer on each vesting date.
F4 Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 8, 2021 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2021 until December 31, 2021, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 24, 2022.
F5 The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 7, 2021, and subject to the continued service of the Reporting Person on each vesting date.
F6 The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on August 7, 2021, and subject to the continued service of the Reporting Person on each vesting date.