SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NOELL CHARLES III

(Last) (First) (Middle)
100 INTERNATIONAL DRIVE
SUITE 19100

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/19/2013 S 52,981 D $33.63 (1) 618,530 (11) (12) D (11) (12)
Common Stock 02/19/2013 S 2,789 D $34.2 (2) 615,741 (11) (12) D (11) (12)
Common Stock 02/19/2013 S 42,018 (9) D $33.63 (3) 37,287 (9) I See footnote (9)
Common Stock 02/19/2013 S 2,212 (9) D $34.2 (4) 35,075 (9) I See footnote (9)
Common Stock 02/20/2013 S 44,063 D $33.39 (5) 571,678 (11) (12) D (11) (12)
Common Stock 02/20/2013 S 167 D $33.87 (6) 571,511 (11) (12) D (11) (12)
Common Stock 02/20/2013 S 34,942 (10) D $33.39 (7) 133 (10) I See footnote (10)
Common Stock 02/20/2013 S 133 (10) D $33.87 (8) 0 (10) I See footnote (10)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $33.11 to $34.11 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
2. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $34.12 to $34.29 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
3. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $33.11 to $34.11 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
4. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $34.12 to $34.29 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
5. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $32.84 to $33.84 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
6. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $33.85 to $33.89 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
7. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $32.84 to $33.84 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
8. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $33.85 to $33.89 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
9. Represents shares of Common Stock sold on February 19, 2013 by six family trusts for which Mr. Noell may be deemed to control investment decisions (the "Family Trusts"). Immediately following such sale, the Family Trusts directly held an aggregate of 35,075 shares of Common Stock. The Family Trusts are irrevocable, and one or more beneficiaries of such trusts is an immediate family member of Mr. Noell. Mr. Noell disclaims Section 16 beneficial ownership of the shares held by such trusts and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by such trusts, except to the extent of his pecuniary interest, if any, in the shares held by such trusts by virtue of his position with such trusts.
10. Represents shares of Common Stock sold by the Family Trusts on February 20, 2013. Immediately following such sale, the Family Trusts directly hold shares of Common Stock.
11. As of the date of this report, JMI Equity Fund IV Trust, JMI Associates IV Trust, JMI Equity Fund IV (AI) Trust, JMI Associates IV (AI) Trust, JMI Euro Equity Fund IV Trust, JMI Associates Euro IV Trust, JMI Equity Fund V Trust, JMI Associates V Trust, JMI Equity Fund V (AI) Trust and JMI Associates V (AI) Trust (collectively, the "JMI Trusts") directly hold an aggregate of 21,845,887 shares of Common Stock. The JMI Trusts are irrevocable and Mr. Noell is a co-trustee of the JMI Trusts (other than for Euro Fund Trust) and a beneficiary of the JMI Trusts. (Continued in footnote 12)
12. Mr. Noell disclaims Section 16 beneficial ownership of the shares held by the JMI Trusts and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by the JMI Trusts, except to the extent of his pecuniary interest, if any, in the shares held by the JMI Trusts by virtue of his position as a co-trustee of the JMI Trusts (other than for Euro Fund Trust) and a beneficiary of the JMI Trusts.
/s/ Charles E. Noell, III 02/21/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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