SEC FORM 4

SEC Form 4

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^*

Moores Rebecca Ann

(Last)

(First)

(Middle)

111 CONGRESS AVENUE, SUITE 2600

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [ NOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/05/2012		C		4,390,176 ⁽¹⁾	A	$0.00	4,393,995	I	See Footnote ⁽³⁾
Common Stock	07/05/2012		C		88,240 ⁽¹⁾	A	$0.00	88,240	I	See Footnote ⁽⁴⁾
Common Stock	07/05/2012		C		88,240 ⁽¹⁾	A	$0.00	88,240	I	See Footnote ⁽⁵⁾
Common Stock	07/05/2012		C		88,240 ⁽¹⁾	A	$0.00	88,240	I	See Footnote ⁽⁶⁾
Common Stock	07/05/2012		C		88,240 ⁽¹⁾	A	$0.00	88,240	I	See Footnote ⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽²⁾	07/05/2012		C			1,586,920	⁽²⁾	⁽²⁾	Common Stock	1,586,920	⁽²⁾	0	I	See Footnote ⁽³⁾
Series B Convertible Preferred Stock	⁽²⁾	07/05/2012		C			2,531,856	⁽²⁾	⁽²⁾	Common Stock	2,531,856	⁽²⁾	0	I	See Footnote ⁽³⁾
Series C Convertible Preferred Stock	⁽²⁾	07/05/2012		C			624,360	⁽²⁾	⁽²⁾	Common Stock	624,360	⁽²⁾	0	I	See Footnote ⁽³⁾
Series C Convertible Preferred Stock	⁽²⁾	07/05/2012		C			88,240	⁽²⁾	⁽²⁾	Common Stock	88,240	⁽²⁾	0	I	See Footnote ⁽⁴⁾
Series C Convertible Preferred Stock	⁽²⁾	07/05/2012		C			88,240	⁽²⁾	⁽²⁾	Common Stock	88,240	⁽²⁾	0	I	See Footnote ⁽⁵⁾
Series C Convertible Preferred Stock	⁽²⁾	07/05/2012		C			88,240	⁽²⁾	⁽²⁾	Common Stock	88,240	⁽²⁾	0	I	See Footnote ⁽⁶⁾
Series C Convertible Preferred Stock	⁽²⁾	07/05/2012		C			88,240	⁽²⁾	⁽²⁾	Common Stock	88,240	⁽²⁾	0	I	See Footnote ⁽⁷⁾

1. Name and Address of Reporting Person^*

Moores Rebecca Ann

(Last)

(First)

(Middle)

111 CONGRESS AVENUE, SUITE 2600

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Rebecca A. Moores Trustee of the Chloe Dahl Moores Irrevocable Personal 2012 Trust

(Last)

(First)

(Middle)

111 CONGRESS AVENUE, SUITE 2600

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Rebecca A. Moores Trustee of the Cyrus N. Moores Irrevocable Personal 2012 Trust

(Last)

(First)

(Middle)

111 CONGRESS AVENUE, SUITE 2600

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Rebecca A. Moores Trustee of the John J. Moores III Irrevocable Personal 2012 Trust

(Last)

(First)

(Middle)

111 CONGRESS AVENUE, SUITE 2600

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Rebecca A. Moores Trustee of the Kiev J. Moores Irrevocable Personal 2012 Trust

(Last)

(First)

(Middle)

111 CONGRESS AVENUE, SUITE 2600

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Explanation of Responses:

1. The total represents shares received upon conversion of shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Shares"), Series B Convertible Preferred Stock (the "Series B Shares") and Series C Convertible Preferred Stock (the "Series C Shares" and together with the Series A Shares and Series B Shares, collectively, the "Preferred Shares"), as applicable.

2. Effective upon the closing of the Issuer's initial public offering of its common stock, each Preferred Share automatically converted into eight shares of Common Stock as shown in column 7. The Preferred Shares had no expiration date.

3. As of the date hereof, Rebecca Ann Moores Family Trust ("RAM Trust") owns an aggregate of 4,393,995 shares of Common Stock upon conversion of the Preferred Shares. Prior to the Issuer's initial public offering, RAM Trust owned 3,819 shares of Common Stock, 198,365 Series A Shares, 316,482 Series B Shares and 33,925 Series C Shares. Ms. Moores is the sole trustee, sole settlor and sole beneficiary of the RAM Trust. Ms. Moores disclaims Section 16 beneficial ownership of the shares of Common Stock, Series A Shares, Series B Shares and Series C Shares held by the RAM Trust (collectively, the "RAM Trust Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such RAM Trust Shares, except to the extent of her pecuniary interest, if any, in the RAM Trust Shares. Investment decisions by the RAM Trust are made by Ms. Moores and the RAM Trust is revocable.

4. As of the date hereof, the Chloe Dahl Moores Irrevocable Personal 2012 Trust (the "Chloe Trust") owns an aggregate of 88,240 shares of Common Stock upon conversion of the Series C Shares. Prior to the Issuer's initial public offering, the Chloe Trust owned 11,030 Series C Shares. Ms. Moores is the sole trustee of the Chloe Trust and the Chloe Trust is irrevocable.

5. As of the date hereof, the Cyrus N. Moores Irrevocable Personal 2012 Trust (the "Cyrus Trust") owns an aggregate of 88,240 shares of Common Stock upon conversion of the Series C Shares. Prior to the Issuer's initial public offering, the Cyrus Trust owned 11,030 Series C Shares. Ms. Moores is the sole trustee of the Cyrus Trust and the Cyrus Trust is irrevocable.

6. As of the date hereof, the John J. Moores III Irrevocable Personal 2012 Trust (the "John Trust") owns an aggregate of 88,240 shares of Common Stock upon conversion of the Series C Shares. Prior to the Issuer's initial public offering, the John Trust owned 11,030 Series C Shares. Ms. Moores is the sole trustee of the John Trust and the John Trust is irrevocable.

7. As of the date hereof, the Kiev J. Moores Irrevocable Personal 2012 Trust (the "Kiev Trust") owns an aggregate of 88,240 shares of Common Stock upon conversion of the Series C Shares. Prior to the Issuer's initial public offering, the Kiev Trust owned 11,030 Series C Shares. Ms. Moores is the sole trustee of the Kiev Trust and the Kiev Trust is irrevocable.

	/s/ Rebecca Ann Moores	07/05/2012
	/s/ Rebecca Ann Moores, Trustee, Rebecca A. Moores Trustee of the Chloe Dahl Moores Irrevocable Personal 2012 Trust	07/05/2012
	/s/ Rebecca Ann Moores, as Trustee, Rebecca A. Moores Trustee of the Cyrus N. Moores Irrevocable Personal 2012 Trust	07/05/2012
	/s/ Rebecca Ann Moores, as Trustee, Rebecca A. Moores Trustee of the John J. Moores III Irrevocable Personal 2012 Trust	07/05/2012
	/s/ Rebecca Ann Moores, as Trustee, Rebecca A. Moores Trustee of the Kiev J. Moores Irrevocable Personal 2012 Trust	07/05/2012
	** 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).
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