0001181431-12-059910.txt : 20121121 0001181431-12-059910.hdr.sgml : 20121121 20121121122532 ACCESSION NUMBER: 0001181431-12-059910 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121120 FILED AS OF DATE: 20121121 DATE AS OF CHANGE: 20121121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ServiceNow, Inc. CENTRAL INDEX KEY: 0001373715 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12225 EL CAMINO REAL STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-720-0477 MAIL ADDRESS: STREET 1: 12225 EL CAMINO REAL STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: SERVICE-NOW.COM DATE OF NAME CHANGE: 20060823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JMI EURO EQUITY FUND IV L P CENTRAL INDEX KEY: 0001097122 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 121220341 BUSINESS ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-951-0213 MAIL ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JMI EQUITY FUND IV LP CENTRAL INDEX KEY: 0001097222 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 121220344 BUSINESS ADDRESS: STREET 1: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: (410) 951-0213 MAIL ADDRESS: STREET 1: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JMI Equity Fund V L P CENTRAL INDEX KEY: 0001328032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 121220346 BUSINESS ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-951-0213 MAIL ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JMI Associates V LLC CENTRAL INDEX KEY: 0001328033 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 121220347 BUSINESS ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-951-0213 MAIL ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JMI Equity Side Fund, LP CENTRAL INDEX KEY: 0001334832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 121220340 BUSINESS ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-951-0213 MAIL ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JMI Equity Fund IV (AI), LP CENTRAL INDEX KEY: 0001334874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 121220343 BUSINESS ADDRESS: STREET 1: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4109510213 MAIL ADDRESS: STREET 1: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JMI Side Associates, LLC CENTRAL INDEX KEY: 0001334956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 121220339 BUSINESS ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-951-0213 MAIL ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JMI Associates IV, LLC CENTRAL INDEX KEY: 0001334958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 121220342 BUSINESS ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-951-0213 MAIL ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JMI EQUITY FUND V AI L P CENTRAL INDEX KEY: 0001339240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 121220345 BUSINESS ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-951-0213 MAIL ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 4 1 rrd360926.xml FORM 4 X0306 4 2012-11-20 0 0001373715 ServiceNow, Inc. NOW 0001328033 JMI Associates V LLC 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE MD 21202 1 0 1 0 0001328032 JMI Equity Fund V L P 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE MD 21202 1 0 1 0 0001339240 JMI EQUITY FUND V AI L P 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE MD 21202 1 0 1 0 0001097222 JMI EQUITY FUND IV LP 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE MD 21202 1 0 1 0 0001334874 JMI Equity Fund IV (AI), LP 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE MD 21202 1 0 1 0 0001334958 JMI Associates IV, LLC 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE MD 21202 1 0 1 0 0001097122 JMI EURO EQUITY FUND IV L P 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE MD 21202 1 0 1 0 0001334832 JMI Equity Side Fund, LP 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE MD 21202 1 0 1 0 0001334956 JMI Side Associates, LLC 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE MD 21202 1 0 1 0 Common Stock 2012-11-20 4 S 0 7101250 26.88 D 22811786 I See footnote Common Stock 2012-11-20 4 S 0 2488107 26.88 D 7992703 I See footnote Common Stock 2012-11-20 4 S 0 44313 26.88 D 142349 I See footnote Common Stock 2012-11-21 4 J 0 22811786 0 D 0 I See footnote Common Stock 2012-11-21 4 J 0 7992703 0 D 0 I See footnote In connection with the Issuer's public offering pursuant to a registration statement on Form S-1 (No. 333-184674) (the "Follow-on Offering"), (i) JMI Equity Fund V, L.P. ("Fund V") sold 6,712,471 shares of the Issuer's common stock ("Common Stock") and (ii) JMI Equity Fund V (AI), L.P. ("Fund V (AI)" and together with Fund V, collectively the "Equity V Funds") sold 388,779 shares of Common Stock, in each case, pursuant to an underwriting agreement, dated November 14, 2012 by and among the Issuer, the underwriters and the selling stockholders party thereto (the "Underwriting Agreement"). In connection with the Follow-on Offering, (i) JMI Equity Fund IV, L.P. ("Fund IV") sold 1,779,120 shares of Common Stock, (ii) JMI Euro Equity Fund IV, L.P. ("Euro Fund") sold 568,099 shares of Common Stock and (iii) JMI Equity Fund IV (AI), L.P. ("Fund IV (AI)" and together with Fund IV and Euro Fund, collectively the "Equity IV Funds") sold 140,888 shares of Common Stock, in each case, pursuant to the Underwriting Agreement. In connection with the Follow-on Offering, JMI Equity Side Fund, L.P. ("Equity Side Fund") sold 44,313 shares of Common Stock pursuant to the Underwriting Agreement. Immediately following the consummation of the Follow-on Offering, Fund V owned an aggregate of 21,562,887 shares of Common Stock and Fund V (AI) owned an aggregate of 1,248,899 shares of Common Stock. JMI Associates V, L.L.C. is the general partner of the Equity V Funds and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by the Equity V Funds. JMI Associates V, L.L.C. disclaims Section 16 beneficial ownership of the shares held by the Equity V Funds and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by the Equity V Funds, except to the extent of its pecuniary interest, if any, in shares held by the Equity V Funds by virtue of its general partner interest in the Equity V Funds. Immediately following the consummation of the Follow-on Offering, Fund IV owned an aggregate of 5,715,182 shares of Common Stock, Euro Fund owned an aggregate of 1,824,939 shares of Common Stock and Fund IV (AI) owned an aggregate of 452,582 shares of Common Stock. JMI Associates IV, L.L.C. is the general partner of the Equity IV Funds and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by Equity IV Funds. JMI Associates IV, L.L.C. disclaims Section 16 beneficial ownership of the shares held by the Equity IV Funds and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by Equity IV Funds, except to the extent of its pecuniary interest, if any, in the shares held by Equity IV Funds by virtue of its general partner interest in the Equity IV Funds. Immediately following the consummation of the Follow-on Offering, Equity Side Fund owned an aggregate of 142,349 shares of Common Stock. JMI Side Associates, L.L.C. is the general partner of Equity Side Fund and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by the Equity Side Fund. JMI Side Associates, L.L.C. disclaims Section 16 beneficial ownership of the shares held by the Equity Side Fund and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by the Equity Side Fund. Charles E. Noell, III and Paul V. Barber, each a managing member of JMI Associates V, L.L.C. and JMI Associates IV, L.L.C, and each an officer of JMI Equity Side Associates, L.L.C., serve as the representatives of JMI Associates V, L.L.C., JMI Associates IV, L.L.C., JMI Equity Side Associates, L.L.C., Equity V Funds, Equity IV Funds and Equity Side Fund on the Issuer's board of directors. Represents (i) 17,250,310 shares of Common Stock contributed by Fund V to JMI Equity Fund V Trust and 4,312,577 shares of Common Stock contributed by Fund V to JMI Associates V Trust on November 21, 2012, and (ii) 999,119 shares of Common Stock contributed by Fund V (AI) to JMI Equity Fund V (AI) Trust and 249,780 shares of Common Stock contributed by Fund V (AI) to JMI Associates V (AI) Trust on November 21, 2012. Each such contribution described herein was made for no consideration, and was made simultaneously with each of the other contributions described in this footnote and footnote (9). Represents (i) 4,572,146 shares of Common Stock contributed by Fund IV to JMI Equity Fund IV Trust and 1,143,036 shares of Common Stock contributed by Fund IV to JMI Associates IV Trust on November 21, 2012, (ii) 1,459,951 shares of Common Stock contributed by Euro Fund to JMI Euro Equity Fund IV Trust and 364,988 shares of Common Stock contributed by Euro Fund to JMI Associates Euro IV Trust on November 21, 2012, and (iii) 362,066 shares of Common Stock contributed by Fund IV (AI) to JMI Equity Fund IV (AI) Trust and 90,516 shares of Common Stock contributed by Fund IV (AI) to JMI Associates IV (AI) Trust on November 21, 2012. Each such contribution described herein was made for no consideration, and was made simultaneously with each of the other contributions described in this footnote and footnote (8). /s/ Paul V. Barber, Attorney-in-Fact 2012-11-21