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