| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [ NOW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/01/2013 | J | 9,954,002(1)(2) | D | $0 | 6,914,884(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents (i) 1,477,419 shares of the Issuer's common stock ("Common Stock") distributed by JMI Equity Fund IV Trust ("Fund IV Trust") and 369,355 shares of Common Stock distributed by JMI Associates IV Trust ("GP IV Trust") to the beneficiaries of Fund IV Trust and GP IV Trust, respectively, on May 1, 2013, (ii) 116,996 shares of Common Stock distributed by JMI Equity Fund IV (AI) Trust ("Fund IV (AI) Trust") and 29,249 shares of Common Stock distributed by JMI Associates IV (AI) Trust ("GP IV (AI) Trust") to the beneficiaries of Fund IV (AI) Trust and GP IV (AI) Trust, respectively, on May 1, 2013, (iii) 471,761 shares of Common Stock distributed by JMI Euro Equity Fund IV Trust ("Euro Fund Trust") and (continued in footnote 2) |
| 2. 117,941 shares of Common Stock distributed by JMI Associates Euro IV Trust ("Euro GP Trust") to the beneficiaries of Euro Fund Trust and Euro GP Trust, respectively, on May 1, 2013, (iv) 5,574,174 shares of Common Stock distributed by JMI Equity Fund V Trust ("Fund V Trust") and 1,393,544 shares of Common Stock distributed by JMI Associates V Trust ("GP V Trust") to the beneficiaries of Fund V Trust and GP V Trust, respectively, on May 1, 2013, and (v) 322,850 shares of Common Stock distributed by JMI Equity Fund V (AI) Trust ("Fund V (AI) Trust") and 80,713 shares of Common Stock distributed by JMI Associates V (AI) Trust ("GP V (AI) Trust") to the beneficiaries of Fund V (AI) Trust and GP V (AI) Trust, respectively, on May 1, 2013. Each such distribution described herein (collectively, the "Distributions") was made for no consideration, and was made simultaneously with each of the other distributions described in this footnote and footnote (1). |
| 3. Immediately following the Distributions, (i) Fund IV Trust owns an aggregate of 1,026,339 shares of Common Stock and GP IV Trust owns an aggregate of 256,585 shares of Common Stock, (ii) Fund IV (AI) Trust owns an aggregate of 81,275 shares of Common Stock and GP IV (AI) Trust owns an aggregate of 20,319 shares of Common Stock, (iii) Euro Fund Trust owns an aggregate of 327,725 shares of Common Stock and Euro GP Trust owns an aggregate of 81,931 shares of Common Stock, (iv) Fund V Trust owns an aggregate of 3,872,289 shares of Common Stock and GP V Trust owns an aggregate of 968,072 shares of Common Stock, and (v) Fund V (AI) Trust owns an aggregate of 224,279 shares of Common Stock and GP V (AI) Trust owns an aggregate of 56,070 shares of Common Stock. |
| /s/ Paul V. Barber, as Trustee, JMI Equity Fund IV Trust | 05/02/2013 | |
| /s/ Paul V. Barber, as Trustee, JMI Associates IV Trust | 05/02/2013 | |
| /s/ Paul V. Barber, as Trustee, JMI Equity Fund IV (AI) Trust | 05/02/2013 | |
| /s/ Paul V. Barber, as Trustee, JMI Associates IV (AI) Trust | 05/02/2013 | |
| /s/ Paul V. Barber, as Trustee, JMI Euro Equity Fund IV Trust | 05/02/2013 | |
| /s/ Paul V. Barber, as Trustee, JMI Associates Euro IV Trust | 05/02/2013 | |
| /s/ Paul V. Barber, as Trustee, JMI Equity Fund V Trust | 05/02/2013 | |
| /s/ Paul V. Barber, as Trustee, JMI Associates V Trust | 05/02/2013 | |
| /s/ Paul V. Barber, as Trustee, JMI Equity Fund V (AI) Trust | 05/02/2013 | |
| /s/ Paul V. Barber, as Trustee, JMI Associates V (AI) Trust | 05/02/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||