Paul J. Smith - 14 Feb 2025 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Reporting relationship: Pres., Global Cust.& Field Ops
Issuer ticker: NOW
Reported as of: 14 Feb 2025
Net transaction value: -$3,516,454
SEC form: 4
Accepted by SEC: 19 Feb 2025, 16:45:09 UTC
Prior SEC filing: 14 Feb 2025
Next SEC filing: 21 Feb 2025
Source filing: View source filing
Reporting owner signature: /s/ Paul John Smith by Russell S. Elmer, Attorney-in-Fact

Key filing fact

Paul J. Smith filed Form 4 for ServiceNow, Inc. (NOW) on 19 Feb 2025.

Key facts

This page summarizes Paul J. Smith's Form 4 filing for ServiceNow, Inc. (NOW).
15 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 19 Feb 2025, 16:45.

Change

Previous filing in this sequence was filed on 14 Feb 2025.
Current net transaction value: -$3,516,454.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

NOW transaction

Common Stock

Sale

Transaction value: $149,669
Shares: -154
Change %: -2.9%
Price: $971.88
Shares after: 5,234
Date: 14 Feb 2025
Ownership: Direct
Footnotes: F1, F2, F3

NOW transaction

Common Stock

Sale

Transaction value: $89,580
Shares: -92
Change %: -1.8%
Price: $973.70
Shares after: 5,142
Date: 14 Feb 2025
Ownership: Direct
Footnotes: F1

NOW transaction

Common Stock

Sale

Transaction value: $217,633
Shares: -223
Change %: -4.3%
Price: $975.93
Shares after: 4,919
Date: 14 Feb 2025
Ownership: Direct
Footnotes: F1, F2, F4

NOW transaction

Common Stock

Sale

Transaction value: $49,934
Shares: -51
Change %: -1%
Price: $979.10
Shares after: 4,868
Date: 14 Feb 2025
Ownership: Direct
Footnotes: F1

NOW transaction

Common Stock

Sale

Transaction value: $196,287
Shares: -200
Change %: -4.1%
Price: $981.44
Shares after: 4,668
Date: 14 Feb 2025
Ownership: Direct
Footnotes: F1

NOW transaction

Common Stock

Sale

Transaction value: $90,418
Shares: -92
Change %: -2%
Price: $982.80
Shares after: 4,576
Date: 14 Feb 2025
Ownership: Direct
Footnotes: F1

NOW transaction

Common Stock

Sale

Transaction value: $36,420
Shares: -37
Change %: -0.81%
Price: $984.33
Shares after: 4,539
Date: 14 Feb 2025
Ownership: Direct
Footnotes: F1, F2, F5

NOW transaction

Common Stock

Sale

Transaction value: $232,714
Shares: -236
Change %: -5.2%
Price: $986.08
Shares after: 4,303
Date: 14 Feb 2025
Ownership: Direct
Footnotes: F1, F2, F6

NOW transaction

Common Stock

Sale

Transaction value: $97,765
Shares: -99
Change %: -2.3%
Price: $987.53
Shares after: 4,204
Date: 14 Feb 2025
Ownership: Direct
Footnotes: F1

NOW transaction

Common Stock

Options Exercise

Transaction value: $0
Shares: +4,055
Change %: +96%
Price: $0.000000
Shares after: 8,259
Date: 14 Feb 2025
Ownership: Direct

NOW transaction

Common Stock

Options Exercise

Transaction value: $0
Shares: +389
Change %: +4.7%
Price: $0.000000
Shares after: 8,648
Date: 14 Feb 2025
Ownership: Direct

NOW transaction

Common Stock

Sale

Transaction value: $2,356,033
Shares: -2,404
Change %: -28%
Price: $980.05
Shares after: 6,244
Date: 18 Feb 2025
Ownership: Direct
Footnotes: F7

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

NOW transaction Derivative

Restricted Stock Units

Options Exercise

Transaction value: $0
Shares: -4,055
Change %: -27%
Price: $0.000000
Shares after: 10,814
Date: 14 Feb 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 4,055
Exercise price
Footnotes: F8, F9, F10

NOW transaction Derivative

Restricted Stock Units

Options Exercise

Transaction value: $0
Shares: -389
Change %: -11%
Price: $0.000000
Shares after: 3,106
Date: 14 Feb 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 389
Exercise price
Footnotes: F8, F11

NOW transaction Derivative

Restricted Stock Units

Award

Transaction value: $0
Shares: +6,588
Change %
Price: $0.000000
Shares after: 6,588
Date: 18 Feb 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 6,588
Exercise price
Footnotes: F8, F12

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 12 footnotes

Footnote F1

The transaction(s) reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 13, 2024.

Footnote F2

Represents the aggregate of sales effected on the same day at different prices.

Footnote F3

Represents the weighted average sales price per share. The shares sold at prices ranging from $971.87 to $971.88 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

Footnote F4

Represents the weighted average sales price per share. The shares sold at prices ranging from $975.90 to $976.00 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

Footnote F5

Represents the weighted average sales price per share. The shares sold at prices ranging from $984.30 to $984.41 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

Footnote F6

Represents the weighted average sales price per share. The shares sold at prices ranging from $986.00 to $986.54 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

Footnote F7

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.

Footnote F8

Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

Footnote F9

30% of the shares subject to the restricted stock units will vest on February 17, 2024, 15% of the shares subject to the restricted stock units will vest on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units will vest on August 17, 2025, and the final vest on February 17, 2026 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, 2023 to December 31, 2025, subject to the reporting person's continued service to the Issuer on each vesting date.

Footnote F10

Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 15, 2023 under the Issuer's 2021 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2023 until December 31, 2023, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 22, 2024.

Footnote F11

The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 17, 2023, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

Footnote F12

The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting occurring on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.