Sec Form 4 Filing - McDermott William R @ ServiceNow, Inc. - 2020-11-13

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
McDermott William R
2. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [ NOW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
C/O SERVICENOW, INC., 2225 LAWSON LANE
3. Date of Earliest Transaction (MM/DD/YY)
11/13/2020
(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 11/13/2020 M 9,989 A $ 0 14,388 D
Common Stock 11/13/2020 F 4,861 ( 1 ) D $ 508.01 9,527 D
Common Stock 11/13/2020 M 12,785 A $ 0 22,312 D
Common Stock 11/13/2020 F 6,339 ( 1 ) D $ 508.01 15,973 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 ) 11/13/2020 M 9,989 ( 3 ) ( 3 ) Common Stock 9,989 $ 0 0 D
Restricted Stock Units ( 2 ) 11/13/2020 M 12,785 ( 4 ) ( 4 ) Common Stock 12,785 $ 0 51,140 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McDermott William R
C/O SERVICENOW, INC.
2225 LAWSON LANE
SANTA CLARA, CA95054
X President & CEO
Signatures
/s/ William R. McDermott 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 )The restricted stock units vest as to one hundred percent (100%) of the total shares on November 15, 2020, subject to the continued employment of the Reporting Person as CEO on the vesting date. For additional details about vesting conditions, please refer to the employment agreement between the Issuer and the Reporting Person.
( 4 )The restricted stock units vest as to one-fifth (1/5) of the total shares on November 15, 2020 and thereafter shall vest in 16 equal quarterly installments commencing on February 15, 2021, subject to the continued employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting. For additional details about vesting conditions, please refer to the employment agreement between the Issuer and the Reporting Person.

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).

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