0001373715-23-000333.txt : 20230809
0001373715-23-000333.hdr.sgml : 20230809
20230809161452
ACCESSION NUMBER: 0001373715-23-000333
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230807
FILED AS OF DATE: 20230809
DATE AS OF CHANGE: 20230809
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ELMER RUSSELL S
CENTRAL INDEX KEY: 0001197952
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35580
FILM NUMBER: 231155334
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ServiceNow, Inc.
CENTRAL INDEX KEY: 0001373715
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 202056195
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2225 LAWSON LANE
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
BUSINESS PHONE: 408-501-8550
MAIL ADDRESS:
STREET 1: 2225 LAWSON LANE
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
FORMER COMPANY:
FORMER CONFORMED NAME: SERVICE-NOW.COM
DATE OF NAME CHANGE: 20060823
4
1
wk-form4_1691612081.xml
FORM 4
X0508
4
2023-08-07
0
0001373715
ServiceNow, Inc.
NOW
0001197952
ELMER RUSSELL S
C/O SERVICENOW, INC.
2225 LAWSON LANE
SANTA CLARA
CA
95054
0
1
0
0
General Counsel
1
Common Stock
2023-08-07
4
M
0
2317
0
A
6453
D
Common Stock
2023-08-07
4
F
0
1149
554.89
D
5304
D
Common Stock
2023-08-07
4
M
0
111
0
A
5415
D
Common Stock
2023-08-07
4
F
0
56
554.89
D
5359
D
Common Stock
2023-08-08
4
S
0
1223
546.99
D
4136
D
Restricted Stock Units
2023-08-07
4
M
0
2317
0
D
Common Stock
2317
2317
D
Restricted Stock Units
2023-08-07
4
M
0
111
0
D
Common Stock
111
668
D
Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3.
The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 21, 2023.
Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
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.
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.
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.
/s/ Russell S. Elmer
2023-08-09