0001373715-24-000124.txt : 20240221 0001373715-24-000124.hdr.sgml : 20240221 20240221193207 ACCESSION NUMBER: 0001373715-24-000124 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240216 FILED AS OF DATE: 20240221 DATE AS OF CHANGE: 20240221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tzitzon Nicholas CENTRAL INDEX KEY: 0001891538 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 24661796 MAIL ADDRESS: STREET 1: 2225 LAWSON LANE CITY: SANTA CLARA STATE: CA ZIP: 95054 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_1708561866.xml FORM 4 X0508 4 2024-02-16 0 0001373715 ServiceNow, Inc. NOW 0001891538 Tzitzon Nicholas C/O SERVICENOW, INC. 2225 LAWSON LANE SANTA CLARA CA 95054 0 1 0 0 Chief Strat & Corp Affairs Ofc 0 Common Stock 2024-02-16 4 M 0 3476 0 A 6670 D Common Stock 2024-02-16 4 F 0 1681 765 D 4989 D Common Stock 2024-02-16 4 M 0 129 0 A 5118 D Common Stock 2024-02-16 4 F 0 63 765 D 5055 D Common Stock 2024-02-16 4 M 0 383 0 A 5438 D Common Stock 2024-02-16 4 F 0 186 765 D 5252 D Common Stock 2024-02-16 4 M 0 166 0 A 5418 D Common Stock 2024-02-16 4 F 0 81 765 D 5337 D Restricted Stock Units 2024-02-16 4 M 0 3476 0 D Common Stock 3476 8111 D Restricted Stock Units 2024-02-16 4 M 0 129 0 D Common Stock 129 386 D Restricted Stock Units 2024-02-16 4 M 0 383 0 D Common Stock 383 0 D Restricted Stock Units 2024-02-16 4 M 0 166 0 D Common Stock 166 1998 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 15, 2023 under the Issuer's 2021 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2023 until December 31, 2023, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 22, 2024. 30% of the shares subject to the restricted stock units will vest on February 17, 2024, 15% of the shares subject to the restricted stock units will vest on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units will vest on August 17, 2025, and the final vest on February 17, 2026 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, 2023 to December 31, 2025, 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 February 17, 2021, and subject to the continued service of the Reporting Person on each vesting date. The restricted stock units vest as to one-fourth (1/4th) of the total shares on February 17, 2021 and thereafter shall vest in equal quarterly installments over the next three (3) years, and subject to the continued service of the Reporting Person 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 17, 2023, and subject to the Reporting Person's continued service to the Issuer on each vesting date. /s/ Nicholas Tzitzon by Russell S. Elmer, Attorney-in-Fact 2024-02-21