William R. McDermott - Feb 6, 2024 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Signature
/s/ William R. McDermott by Russell S. Elmer, Attorney-in-Fact
Stock symbol
NOW
Transactions as of
Feb 6, 2024
Transactions value $
$48,413,380
Form type
4
Date filed
2/8/2024, 04:10 PM
Previous filing
Jan 24, 2024
Next filing
Feb 9, 2024

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 +50% $697.76 208K Feb 6, 2024 Common Stock 69.4K $697.76 Direct F1
* 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 ends September 30, 2026. On February 6, 2024, the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche Three of the PSO. Despite having met this performance metric, the shares for Tranche Three have not yet vested. They may vest, if at all, only if: (i) the achievement of the applicable stock price metric is certified; and (ii) the Reporting Person is either Chief Executive Officer or Executive Chairman of the Issuer on such vesting date.