SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
El Camino Advisors, LLC

(Last) (First) (Middle)
111 CONGRESS AVENUE, SUITE 2600

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2012
3. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [ NOW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 7,846 I See footnotes(4)(6)
Common Stock 3,819 I See footnotes(5)(6)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) (1) Common Stock 3,260,000 (1) I See footnotes(4)(6)
Series A Convertible Preferred Stock (1) (1) Common Stock 1,586,920 (1) I See footnotes(5)(6)
Series B Convertible Preferred Stock (2) (2) Common Stock 5,201,184 (2) I See footnotes(4)(6)
Series B Convertible Preferred Stock (2) (2) Common Stock 2,531,856 (2) I See footnotes(5)(6)
Series C Convertible Preferred Stock (3) (3) Common Stock 1,282,624 (3) I See footnotes(4)(6)
Series C Convertible Preferred Stock (3) (3) Common Stock 149,664 (3) I See footnotes(5)(6)
1. Name and Address of Reporting Person*
El Camino Advisors, LLC

(Last) (First) (Middle)
111 CONGRESS AVENUE, SUITE 2600

(Street)
AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JMI Participating Partners

(Last) (First) (Middle)
111 CONGRESS AVENUE, SUITE 2600

(Street)
AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JMI Services, LLC

(Last) (First) (Middle)
111 CONGRESS AVENUE, SUITE 2600

(Street)
AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JMTX Manager, Inc.

(Last) (First) (Middle)
111 CONGRESS AVENUE, SUITE 2600

(Street)
AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities are shares of Series A Convertible Preferred Stock (the "Series A Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series A Shares do not have an expiration date. Upon a Qualified IPO (as defined in Article Fourth, Section B.4(k)(i) of the Issuer's Restated Certificate of Incorporation, as the same may be amended from time to time), each Series A Share will convert into eight shares of Common Stock as shown in column 3.
2. These securities are shares of Series B Convertible Preferred Stock (the "Series B Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series B Shares do not have an expiration date. Upon a Qualified IPO (as defined in Article Fourth, Section B.4(k)(i) of the Issuer's Restated Certificate of Incorporation, as the same may be amended from time to time), each Series B Shares will convert into eight shares of Common Stock as shown in column 3.
3. These securities are shares of Series C Convertible Preferred Stock (the "Series C Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series C Shares do not have an expiration date. Upon a Qualified IPO (as defined in Article Fourth, Section B.4(k)(i) of the Issuer's Restated Certificate of Incorporation, as the same may be amended from time to time), each Series C Shares will convert into eight shares of Common Stock as shown in column 3.
4. As of the date hereof, JMI Participating Partners ("Participating Partners") owns 7,846 shares of Common Stock, 407,500 Series A Shares, 650,148 Series B Shares and 160,328 Series C Shares. El Camino Advisors, LLC is the managing general partner of Participating Partners and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by Participating Partners. El Camino Advisors, LLC disclaims Section 16 beneficial ownership of the shares of Common Stock, Series A Shares, Series B Shares and Series C Shares held by Participating Partners (collectively, the "Participating Partners Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Participating Partners Shares.
5. As of the date hereof, JMI Services, LLC ("Services") owns 3,819 shares of Common Stock, 198,365 Series A Shares, 316,482 Series B Shares and 18,708 Series C Shares. JMTX Manager, Inc. is the manager of Services and owns 1% of the equity interest in Services. JMTX Manager, Inc. disclaims Section 16 beneficial ownership of the shares of Common Stock, Series A Shares, Series B Shares and Series C Shares held by Services (collectively, the "Services Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Services Shares, except to the extent of its pecuniary interest, if any, in the Services Shares by virtue of its membership and equity interest in Services.
6. Charles E. Noell III, a member of El Camino Advisors, LLC, and director and officer of JMTX Manager, Inc., serves as the representatives of El Camino Advisors, LLC, Participating Partners, JMTX Manager, Inc., and Services on the Issuer's board of directors.
Remarks:
This report shall not be deemed an admission by any of the reporting persons that they are or may be members of a "group" for purposes of Section 13(d). Exhibit 24.1 - Power of Attorney, Exhibit 24.2 - Power of Attorney, Exhibit 24.3 - Power of Attorney, Exhibit 24.4 - Power of Attorney.
/s/ Bryant W. Burke, Attorney-in-Fact 06/28/2012
** 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 5 (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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