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