0001373715-24-000076.txt : 20240209 0001373715-24-000076.hdr.sgml : 20240209 20240209161058 ACCESSION NUMBER: 0001373715-24-000076 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240207 FILED AS OF DATE: 20240209 DATE AS OF CHANGE: 20240209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELMER RUSSELL S CENTRAL INDEX KEY: 0001197952 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 24614978 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ServiceNow, Inc. CENTRAL INDEX KEY: 0001373715 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 202056195 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2225 LAWSON LANE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-501-8550 MAIL ADDRESS: STREET 1: 2225 LAWSON LANE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: SERVICE-NOW.COM DATE OF NAME CHANGE: 20060823 4 1 wk-form4_1707513031.xml FORM 4 X0508 4 2024-02-07 0 0001373715 ServiceNow, Inc. NOW 0001197952 ELMER RUSSELL S C/O SERVICENOW, INC. 2225 LAWSON LANE SANTA CLARA CA 95054 0 1 0 0 General Counsel 0 Common Stock 2024-02-07 4 M 0 2358 0 A 6672 D Common Stock 2024-02-07 4 F 0 990 790.39 D 5682 D Common Stock 2024-02-07 4 M 0 111 0 A 5793 D Common Stock 2024-02-07 4 F 0 56 790.39 D 5737 D Restricted Stock Units 2024-02-07 4 M 0 2358 0 D Common Stock 2358 0 D Restricted Stock Units 2024-02-07 4 M 0 111 0 D Common Stock 111 445 D Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 8, 2021 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2021 until December 31, 2021, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 24, 2022. 30% of the shares subject to the restricted stock units will vest on February 7, 2022, 15% of the shares subject to the restricted stock units will vest on each of August 7, 2022 and February 7, 2023, 20% of the shares subject to the restricted stock units will vest on August 7, 2023, and the final vest on February 7, 2024 of 20% of the shares subject to the restricted stock units is subject to adjustment based on the Issuer's 3-year relative total stockholder return performance against the S&P 500 index for the period from January 1, 2021 to December 31, 2023, subject to the reporting person's continued service to the Issuer on each vesting date. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting occurring on May 7, 2021, and subject to the continued service of the Reporting Person on each vesting date. /s/ Russell S. Elmer 2024-02-09