0001181431-12-059908.txt : 20121121 0001181431-12-059908.hdr.sgml : 20121121 20121121121446 ACCESSION NUMBER: 0001181431-12-059908 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121121 FILED AS OF DATE: 20121121 DATE AS OF CHANGE: 20121121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRUNER HARRY CENTRAL INDEX KEY: 0001233709 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 121220304 MAIL ADDRESS: STREET 1: JMI EQUITY STREET 2: 100 INTERNATIONAL DRIVE, STE 19100 CITY: BALTIMORE STATE: MD ZIP: 21202 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 3 1 rrd360912.xml FORM 3 X0206 3 2012-11-21 0 0001373715 ServiceNow, Inc. NOW 0001233709 GRUNER HARRY 100 INTERNATIONAL DRIVE, SUITE 19100 BALTIMORE MD 21202 0 0 1 0 Common Stock 22811786 D Common Stock 7992703 D Represents (i) 17,250,310 shares of the Issuer's common stock ("Common Stock") contributed by JMI Equity Fund V, L.P. ("Fund V") to JMI Equity Fund V Trust ("Fund V Trust") and 4,312,577 shares of Common Stock contributed by Fund V to JMI Associates V Trust ("GP V Trust") on November 21, 2012, and (ii) 999,119 shares of Common Stock contributed by JMI Equity Fund V (AI), L.P. ("Fund V (AI)") to JMI Equity Fund V (AI) Trust ("Fund V (AI) Trust") and 249,780 shares of Common Stock contributed by Fund V (AI) to JMI Associates V (AI) Trust ("GP V (AI) Trust" and, together with Fund V Trust, GP V Trust and Fund V (AI) Trust, collectively, the "JMI V Trusts") on November 21, 2012. Each such contribution described herein was made for no consideration, and was made simultaneously with each of the other contributions described in this footnote and footnote (3)(4). (Continued in footnote 2) Harry S. Gruner is the sole trustee of the JMI V Trusts. Mr. Gruner disclaims Section 16 beneficial ownership of the shares of Common Stock held by the JMI V Trusts (collectively, the "JMI V Trusts Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such JMI V Trusts Shares, except to the extent of his pecuniary interest, if any, in the JMI V Trusts Shares. Represents (i) 4,572,146 shares of Common Stock contributed by JMI Equity Fund IV, L.P. ("Fund IV") to JMI Equity Fund IV Trust ("Fund IV Trust") and 1,143,036 shares of Common Stock contributed by Fund IV to JMI Associates IV Trust ("GP IV Trust") on November 21, 2012, (ii) 1,459,951 shares of Common Stock contributed by JMI Euro Equity Fund IV, L.P. ("Euro Fund") to JMI Euro Equity Fund IV Trust ("Euro Fund Trust") and 364,988 shares of Common Stock contributed by Euro Fund to JMI Associates Euro IV Trust ("Euro GP Trust") on November 21, 2012, and (iii) 362,066 shares of Common Stock contributed by JMI Equity Fund IV (AI), L.P. ("Fund IV (AI)") to JMI Equity Fund IV (AI) Trust ("Fund IV (AI) Trust") and 90,516 shares of Common Stock contributed by Fund IV (AI) to JMI Associates IV (AI) Trust ("GP IV (AI) Trust" and, together with Fund IV Trust, GP IV Trust, Euro Fund Trust, (Continued in footnote 4) Euro GP Trust and Fund IV (AI) Trust, collectively, the "JMI IV Trusts") on November 21, 2012. Each such contribution described herein was made for no consideration, and was made simultaneously with each of the other contributions described in this footnote and footnote (1)(2). Harry S. Gruner is the sole trustee of the JMI IV Trusts. Mr. Gruner disclaims Section 16 beneficial ownership of the shares of Common Stock held by the JMI IV Trusts (collectively, the "JMI IV Trusts Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such JMI IV Trusts Shares, except to the extent of his pecuniary interest, if any, in the JMI IV Trusts Shares. In connection with the Issuer's public offering pursuant to the registration statement on Form S-1 (No. 333-184674) (the "Follow-on Offering"), each of the JMI V Trusts, the JMI IV Trusts and their trustee have entered into the lock-up agreements with Morgan Stanley & Co. LLC restricting their ability to sell or otherwise dispose of their shares of Common Stock for a period ending 90 days after the date of the prospectus for the Follow-on Offering, as described in further detail in such prospectus. /s/ Harry S. Gruner 2012-11-21