Sec Form 4 Filing - Goon Fay Sien @ ServiceNow, Inc. - 2020-11-12

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 Goon Fay Sien 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) Principal Accounting Officer (Last) (First) (Middle) C/O SERVICENOW, INC., 2225 LAWSON LANE 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2020 (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 11/12/2020 M 142 A $ 0 1,837 D Common Stock 11/12/2020 F 71 ( 1 ) D $ 509.78 1,766 D Common Stock 11/12/2020 M 625 A $ 0 2,391 D Common Stock 11/12/2020 F 310 ( 1 ) D $ 509.78 2,081 D Common Stock 11/12/2020 M 264 A $ 0 2,345 D Common Stock 11/12/2020 F 131 ( 1 ) D $ 509.78 2,214 D Common Stock 11/12/2020 M 66 A $ 0 2,280 D Common Stock 11/12/2020 F 33 ( 1 ) D $ 509.78 2,247 D

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 ( 2 ) 11/12/2020 M 142 ( 3 ) ( 3 ) Common Stock 142 $ 0 710 D Restricted Stock Units ( 2 ) 11/12/2020 M 625 ( 4 ) ( 4 ) Common Stock 625 $ 0 1,875 D Restricted Stock Units ( 2 ) 11/12/2020 M 264 ( 5 ) ( 5 ) Common Stock 264 $ 0 2,372 D Restricted Stock Units ( 2 ) 11/12/2020 M 66 ( 6 ) ( 6 ) Common Stock 66 $ 0 724 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goon Fay Sien C/O SERVICENOW, INC. 2225 LAWSON LANE SANTA CLARA, CA95054 Principal Accounting Officer Signatures /s/ Fay Sien Goon by Russell S. Elmer,Attorney-in-Fact 11/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. ( 3 )Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted August 12, 2019 under the Issuer's 2012 Equity Incentive Plan. The performanceperiod for the restricted stock units was January 1, 2019 until December 31, 2019, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 27, 2020. As a result, 33.3% of the shares subject to the restricted stock units will vest on February 12, 2020, and 8.3% of the shares subject to the restricted stock units will vest quarterly thereafter until February 12, 2022, subject to the reporting person's continued service to the Issuer on each vesting date. ( 4 )The restricted stock units vest as to 12.5% of the total shares on November 12, 2019 and thereafter shall vest in equal quarterly installments, ending on August 12, 2021. ( 5 )The restricted stock units vest as to 18.75% of the total shares on November 12, 2019 and thereafter shall vest in equal quarterly installments over the next three (3) years. ( 6 )The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vest occurring on November 12, 2019, and subject to the continued service of the Reporting Person on each vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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