SEC FORM 4

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^*

Barber Paul V

(Last)

(First)

(Middle)

100 INTERNATIONAL DRIVE, SUITE 19100

(Street)

BALTIMORE

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)
08/05/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/05/2015		S		3,131⁽¹⁾⁽²⁾	D	$79.23	0	D⁽¹⁾⁽²⁾
Common Stock	08/05/2015		M		100,000⁽¹⁾⁽²⁾	A	$18	100,000	D⁽¹⁾⁽²⁾
Common Stock	08/05/2015		S		71,365⁽¹⁾⁽²⁾	D	$78.46	28,635	D⁽¹⁾⁽²⁾
Common Stock	08/05/2015		M		50,000⁽¹⁾⁽²⁾	A	$36.74	78,635	D⁽¹⁾⁽²⁾
Common Stock	08/05/2015		S		50,000⁽¹⁾⁽²⁾	D	$78.6	28,635	D⁽¹⁾⁽²⁾
Common Stock	08/05/2015		M		7,030⁽¹⁾⁽²⁾	A	$55.88	35,665	D⁽¹⁾⁽²⁾
Common Stock	08/05/2015		S		7,030⁽¹⁾⁽²⁾	D	$78.78	28,635	D⁽¹⁾⁽²⁾
Common Stock	08/06/2015		S		7,635⁽¹⁾⁽²⁾	D	$78.03	21,000	D⁽¹⁾⁽²⁾
Common Stock	08/06/2015		S		21,000⁽¹⁾⁽²⁾	D	$76.08	0	D⁽¹⁾⁽²⁾
Common Stock								794,291⁽³⁾	I	See footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (right to buy)	$18	06/28/2012		M			100,000	⁽⁴⁾	06/27/2022⁽⁵⁾⁽⁶⁾	Common Stock	100,000	$0.00	0	D⁽⁵⁾⁽⁶⁾
Director Stock Option (right to buy)	$36.74	06/06/2013		M			50,000	06/06/2014	06/05/2023⁽⁵⁾⁽⁶⁾	Common Stock	50,000	$0.00	0	D⁽⁵⁾⁽⁶⁾
Stock Option (right to buy)	$55.88	07/08/2014		M			7,030	⁽⁷⁾	07/08/2024⁽⁵⁾⁽⁶⁾	Common Stock	7,030	$0.00	0	D⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. The proceeds from the sale of shares of common stock will be delivered to JMI Equity Fund IV, L.P. ("Fund IV"), JMI Equity Fund IV (AI), L.P. ("Fund IV (AI)"), JMI Euro Equity Fund IV, L.P. ("Euro Fund" and, together with Fund IV and Fund IV (AI), collectively, the "Equity IV Funds"), JMI Equity Fund V, L.P. ("Fund V") and JMI Equity Fund V (AI), L.P. ("Fund V (AI)" and together with Fund V, collectively the "Equity V Funds") and JMI Equity Side Fund, L.P. ("Equity Side Fund"), pursuant to a contractual obligation of Mr. Barber to assign any compensation received for service as a director on the board of directors of the Issuer, to offset the management fees of the Equity IV Funds, Equity V Funds and Equity Side Fund. Mr. Barber is a managing member of JMI Associates IV, L.L.C. and JMI Associates V, L.L.C., the general partners of the Equity IV Funds and the Equity V Funds, respectively.

2. (Continued From Footnote 1) Mr. Barber is an officer of JMI Equity Side Associates, L.L.C., the general partner of Equity Side Fund and is a limited partner of Equity Side Fund. Mr. Barber disclaims Section 16 beneficial ownership of the Shares, except to the extent of his pecuniary interest, if any, in the Shares by virtue of his membership interest in JMI Associates IV, L.L.C. and JMI Associates V, L.L.C., or by virtue of his limited partnership interest in Equity Side Fund.

3. Represents shares held by three family trusts as of the date hereof which Mr. Barber may be deemed to control investment decisions (the "Family Trusts"). The Family Trusts are irrevocable, and one or more beneficiaries of such trusts is an immediate family member of Mr. Barber. Mr. Barber 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.

4. Represents a stock option (the "Option) which vested as to 1/3 of the total number of shares on June 28, 2013 and thereafter vested as to an additional 1/3 of the total number of shares on each of the second and third anniversary of June 28, 2012.

5. The proceeds from the future sale of shares of common stock issuable upon exercise of the Option (the "Shares") will be delivered to the Equity IV Funds, the Equity V Funds and Equity Side Fund, pursuant to a contractual obligation of Mr. Barber to assign any compensation received for service as a director on the board of directors of the Issuer, to offset the management fees of the Equity IV Funds, Equity V Funds and Equity Side Fund. Mr. Barber is a managing member of JMI Associates IV, L.L.C. and JMI Associates V, L.L.C., the general partners of the Equity IV Funds and the Equity V Funds, respectively.

6. (Continued From Footnote 5) Mr. Barber is an officer of JMI Equity Side Associates, L.L.C., the general partner of Equity Side Fund and is a limited partner of Equity Side Fund. Mr. Barber disclaims Section 16 beneficial ownership of the Shares, except to the extent of his pecuniary interest, if any, in the Shares by virtue of his membership interest in JMI Associates IV, L.L.C. and JMI Associates V, L.L.C., or by virtue of his limited partnership interest in Equity Side Fund.

7. The stock option vested and became exercisable on June 10, 2015, the date of the Issuer's next Annual Meeting of Stockholders following the grant date.

Remarks:

	/s/ Paul V. Barber	08/07/2015
	** Signature of Reporting Person	Date
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