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