Gina Mastantuono - Aug 17, 2021 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role: Chief Financial Officer
Signature: /s/ Gina Mastantuono by Russell S. Elmer, Attorney-in-Fact
Stock symbol: NOW
Transactions as of: Aug 17, 2021
Transactions value $: -$966,992
Form type: 4
Date filed: 8/19/2021, 06:50 PM
Previous filing: Aug 10, 2021
Next filing: Oct 12, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOW	Common Stock	Options Exercise	$0	+1.67K	+108.65%	$0.00	3.21K	Aug 17, 2021	Direct
transaction	NOW	Common Stock	Tax liability	-$483K	-829	-25.83%	$582.24	2.38K	Aug 17, 2021	Direct	F1
transaction	NOW	Common Stock	Options Exercise	$0	+230	+9.66%	$0.00	2.61K	Aug 17, 2021	Direct
transaction	NOW	Common Stock	Tax liability	-$67K	-115	-4.41%	$582.24	2.5K	Aug 17, 2021	Direct	F1
transaction	NOW	Common Stock	Sale	-$417K	-719	-28.82%	$580.47	1.78K	Aug 18, 2021	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NOW	Restricted Stock Units	Options Exercise	$0	-1.67K	-14.29%	$0.00	10K	Aug 17, 2021	Common Stock	1.67K		Direct	F3, F4
transaction	NOW	Restricted Stock Units	Options Exercise	$0	-230	-9.11%	$0.00	2.29K	Aug 17, 2021	Common Stock	230		Direct	F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
F3	Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
F4	Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 18, 2020 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2020 until December 31, 2020, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 26, 2021. As a result, 33.3% of the shares subject to the restricted stock units will vest on February 17, 2021, and 8.3% of the shares subject to the restricted stock units will vest quarterly thereafter until February 17, 2023, subject to the reporting person's continued service to the Issuer on each vesting date.
F5	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 service of the Reporting Person on each vesting date.