Sec Form 4 Filing - Schneider David @ ServiceNow, Inc. - 2019-11-07

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)
PRESIDENT, GLOBAL CUSTOMER OPS
(Last) (First) (Middle)
C/O SERVICENOW, INC., 2225 LAWSON LANE
3. Date of Earliest Transaction (MM/DD/YY)
11/07/2019
(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 11/07/2019 M 5,156 A $ 0 47,518 D
Common Stock 11/07/2019 F 2,710 ( 1 ) D $ 240.89 44,808 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 ( 2 ) 11/07/2019 M 5,156 ( 3 ) ( 3 ) Common Stock 5,156 $ 0 25,782 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
PRESIDENT, GLOBAL CUSTOMER OPS
Signatures
/s/ David Schneider by Derk Lupinek, Attorney-in-Fact 11/11/2019
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 February 7, 2018 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2018 until December 31, 2018, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 28, 2019. As a result, 33.3% of the shares subject to the restricted stock units will vest on February 7, 2019, and 8.3% of the shares subject to the restricted stock units will vest quarterly thereafter until February 7, 2021.

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).
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