Sec Form 4 Filing - Schneider David @ ServiceNow, Inc. - 2016-08-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Schneider David
2. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [ NOW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Revenue Officer
(Last) (First) (Middle)
C/O SERVICENOW, INC., 2225 LAWSON LANE
3. Date of Earliest Transaction (MM/DD/YY)
08/05/2016
(Street)
SANTA CLARA, CA95054
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/05/2016 M 6,250 A $ 0 26,959 ( 1 ) D
Common Stock 08/05/2016 M 24,632 A $ 0 51,591 D
Common Stock 08/05/2016 M 8,088 A $ 0 59,679 D
Common Stock 08/05/2016 F( 2 ) 21,493 D $ 0 38,186 D
Common Stock 08/08/2016 S( 3 ) 3,627 D $ 75 34,559 D
Common Stock 190 I By Schneider 2001 Living Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 4 ) 08/05/2016 M 6,250 ( 5 ) ( 5 ) Common Stock 6,250 $ 0 18,750 D
Restricted Stock Units ( 4 ) 08/05/2016 M 24,632 ( 6 ) ( 6 ) Common Stock 24,632 $ 0 24,632 D
Restricted Stock Units ( 4 ) 08/05/2016 M 8,088 ( 7 ) ( 7 ) Common Stock 8,088 $ 0 24,264 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schneider David
C/O SERVICENOW, INC.
2225 LAWSON LANE
SANTA CLARA, CA95054
Chief Revenue Officer
Signatures
/s/ David Schneider by Matthew Kelly, Attorney-in-Fact 08/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 57 shares acquired under the Issuer's Employee Stock Purchase Plan on July 29, 2016.
( 2 )Represents shares relinquished by the Reporting Person and cancelled by the Issuer 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.
( 3 )The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
( 4 )Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
( 5 )The restricted stock units vest quarterly in eight equal installments beginning August 7, 2015. Shares of the Issuer's common stock will be delivered to the reporting person upon vesting.
( 6 )The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted February 7, 2014 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2014 until December 31, 2014, with vesting subject to approval of the performance calculation by the Issuer's Compensation Committee. This approval was obtained on January 27, 2015. As a result, 25% of the restricted stock units will vest on each of February 7, 2016, May 7, 2016, August 7, 2016 and November 7, 2016.
( 7 )The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted February 7, 2015 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2015 until December 31, 2015, with vesting subject to approval of the performance calculation by the Issuer's Compensation Committee. This approval was obtained on January 26, 2016. As a result, 25% of the restricted stock units will vest on each of August 7, 2016, November 7, 2016, February 7, 2017 and May 7, 2017.

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