0001181431-12-059675.txt : 20121120 0001181431-12-059675.hdr.sgml : 20121120 20121120160845 ACCESSION NUMBER: 0001181431-12-059675 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121120 FILED AS OF DATE: 20121120 DATE AS OF CHANGE: 20121120 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: NOELL CHARLES III CENTRAL INDEX KEY: 0001074282 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 121218120 BUSINESS ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4109510213 MAIL ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 4 1 rrd360917.xml FORM 4 X0306 4 2012-11-20 0 0001373715 ServiceNow, Inc. NOW 0001074282 NOELL CHARLES III 100 INTERNATIONAL DRIVE, SUITE 19100 BALTIMORE MD 21202 1 0 0 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 2012-11-20 4 S 0 112691 26.88 D 362005 D 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 owns an aggregate of 21,562,887 shares of Common Stock and Fund V (AI) owns an aggregate of 1,248,899 shares of Common Stock. Mr. Noell is a managing member of JMI Associates V, L.L.C., the general partner of the Equity V Funds. Mr. Noell 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 his pecuniary interest, if any, in the shares held by the Equity V Funds by virtue of his membership interest in JMI Associates V, L.L.C. Immediately following the consummation of the Follow-on Offering, Fund IV owns an aggregate of 5,715,182 shares of Common Stock, Euro Fund owns an aggregate of 1,824,939 shares of Common Stock and Fund IV (AI) owns an aggregate of 452,582 shares of Common Stock. Mr. Noell is a managing member of JMI Associates IV, L.L.C., the general partner of the Equity IV Funds. Mr. Noell 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 the Equity IV Funds, except to the extent of his pecuniary interest, if any, in the shares held by the Equity IV Funds by virtue of his membership interest in JMI Associates IV, L.L.C. Immediately following the consummation of the Follow-on Offering, Equity Side Fund owns an aggregate of 142,349 shares of Common Stock. Mr. Noell is an officer and the sole managing member of JMI Side Associates, L.L.C., the general partner of Equity Side Fund. Mr. Noell is a limited partner of Equity Side Fund. Mr. Noell 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, except to the extent of his pecuniary interest, if any, in the shares held by the Equity Side Fund by virtue of his limited partnership interest in Equity Side Fund. /s/ Charles E. Noell, III 2012-11-20