0001373715-24-000127.txt : 20240221 0001373715-24-000127.hdr.sgml : 20240221 20240221193416 ACCESSION NUMBER: 0001373715-24-000127 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240216 FILED AS OF DATE: 20240221 DATE AS OF CHANGE: 20240221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McDermott William R CENTRAL INDEX KEY: 0001334944 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 24661809 MAIL ADDRESS: STREET 1: 2225 LAWSON LANE CITY: SANTA CLARA STATE: CA ZIP: 95054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ServiceNow, Inc. CENTRAL INDEX KEY: 0001373715 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology 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_1708562042.xml FORM 4 X0508 4 2024-02-16 0 0001373715 ServiceNow, Inc. NOW 0001334944 McDermott William R C/O SERVICENOW, INC. 2225 LAWSON LANE SANTA CLARA CA 95054 1 1 0 0 Chairman & CEO 1 Common Stock 2024-02-16 4 M 0 17379 0 A 30097 D Common Stock 2024-02-16 4 F 0 8617 765 D 21480 D Common Stock 2024-02-16 4 M 0 612 0 A 22092 D Common Stock 2024-02-16 4 F 0 304 765 D 21788 D Common Stock 2024-02-16 4 M 0 832 0 A 22620 D Common Stock 2024-02-16 4 F 0 413 765 D 22207 D Common Stock 2024-02-20 4 S 0 5030 753.08 D 17177 D Common Stock 2024-02-20 4 S 0 500 739.01 D 29989 I by Trust Common Stock 2024-02-20 4 S 0 1840 740.26 D 28149 I by Trust Common Stock 2024-02-20 4 S 0 1800 741.313 D 26349 I by Trust Common Stock 2024-02-20 4 S 0 2032 742.561 D 24317 I by Trust Common Stock 2024-02-20 4 S 0 1812 743.469 D 22505 I by Trust Common Stock 2024-02-20 4 S 0 2705 744.455 D 19800 I by Trust Common Stock 2024-02-20 4 S 0 2200 745.419 D 17600 I by Trust Common Stock 2024-02-20 4 S 0 3468 746.498 D 14132 I by Trust Common Stock 2024-02-20 4 S 0 4074 747.726 D 10058 I by Trust Common Stock 2024-02-20 4 S 0 1800 748.968 D 8258 I by Trust Common Stock 2024-02-20 4 S 0 2450 750.057 D 5808 I by Trust Common Stock 2024-02-20 4 S 0 2933 751.059 D 2875 I by Trust Common Stock 2024-02-20 4 S 0 1718 752.035 D 1157 I by Trust Common Stock 2024-02-20 4 S 0 218 752.754 D 939 I by Trust Common Stock 2024-02-20 4 S 0 300 754.723 D 639 I by Trust Common Stock 2024-02-20 4 S 0 239 757.662 D 400 I by Trust Common Stock 2024-02-20 4 S 0 400 759.285 D 0 I by Trust Restricted Stock Units 2024-02-16 4 M 0 17379 0 D Common Stock 17379 40551 D Restricted Stock Units 2024-02-16 4 M 0 612 0 D Common Stock 612 0 D Restricted Stock Units 2024-02-16 4 M 0 832 0 D Common Stock 832 9984 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, Bill McDermott, on August 31, 2023. Subsequent to the transactions reported on this Form 4, Mr. McDermott retains a large equity stake in ServiceNow, including 17,177 vested shares and over 100,000 vested but unexercised options. Mr. McDermott also has approximately 32,000 additional shares scheduled to vest by year end. Represents the aggregate of sales effected on the same day at different prices. Represents the weighted average sales price per share. The shares sold at prices ranging from $738.80 to $739.32 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $739.85 to $740.80 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $740.90 to $741.86 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $741.98 to $742.97 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $742.98 to $743.85 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $743.98 to $744.96 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $744.99 to $745.81 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $746.03 to $747.01 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $747.26 to $748.21 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $748.52 to $749.48 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $749.58 to $750.48 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $750.64 to $751.62 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $751.65 to $752.62 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $752.74 to $752.77 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $754.17 to $755.00 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $757.66 to $757.67 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $759.28 to $759.29 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. 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 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. 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. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 17, 2020, and subject to the continued employment of the Reporting Person as CEO on each vesting date. 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. /s/ William R. McDermott by Russell S. Elmer, Attorney-in-Fact 2024-02-21