Initial Statement of Beneficial Ownership (3)
August 06 2020 - 05:14PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Haverty Kevin |
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/29/2020
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3. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [NOW]
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(Last)
(First)
(Middle)
C/O SERVICENOW, INC., 2225 LAWSON LANE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Revenue Officer / |
(Street)
SANTA CLARA, CA 95054
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 16337 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (1) | (1) | Common Stock | 11599.0 | (2) | D | |
Restricted Stock Units | (3) | (3) | Common Stock | 13253.0 | (2) | D | |
Restricted Stock Units | (4) | (4) | Common Stock | 3420.0 | (2) | D | |
Restricted Stock Units | (5) | (5) | Common Stock | 4014.0 | (2) | D | |
Restricted Stock Units | (6) | (6) | Common Stock | 4141.0 | (2) | D | |
Restricted Stock Units | (7) | (7) | Common Stock | 5625.0 | (2) | D | |
Explanation of Responses: |
(1) | 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. |
(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 12, 2019 under the Issuer's 2012 Equity Incentive Plan. The performance period 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 6.25% of the total shares on May 17, 2020 and thereafter shall vest in equal quarterly installments until February 17, 2024, and subject to the continued service of the Reporting Person on each vesting date. |
(5) | 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. |
(6) | The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 12, 2019, and subject to the continued service of the Reporting Person on each vesting date. |
(7) | The restricted stock units vest as to one-forth (1/4th) of the total shares on February 17, 2018 and thereafter shall vest in equal quarterly installments over the next three (3) years, and subject to the continued service of the Reporting Person on each vesting date. |
Remarks: EXHIBIT LIST: EX-24 Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Haverty Kevin C/O SERVICENOW, INC. 2225 LAWSON LANE SANTA CLARA, CA 95054 |
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| Chief Revenue Officer |
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Signatures
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/s/ Kevin Haverty by Russell S. Elmer, Attorney-in-Fact | | 8/6/2020 |
**Signature of Reporting Person | Date |
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