Filing Details
- Accession Number:
- 0001373715-22-000257
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-08-09 18:18:51
- Reporting Period:
- 2022-08-05
- Accepted Time:
- 2022-08-09 18:18:51
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1373715 | Servicenow Inc. | NOW | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1197952 | S Russell Elmer | C/O Servicenow, Inc. 2225 Lawson Lane Santa Clara CA 95054 | General Counsel | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2022-08-05 | 1,739 | $0.00 | 11,032 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2022-08-05 | 863 | $494.85 | 10,169 | No | 4 | F | Direct | |
| Common Stock | Acquisiton | 2022-08-05 | 112 | $0.00 | 10,281 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2022-08-05 | 56 | $494.85 | 10,225 | No | 4 | F | Direct | |
| Common Stock | Acquisiton | 2022-08-05 | 902 | $0.00 | 11,127 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2022-08-05 | 448 | $494.85 | 10,679 | No | 4 | F | Direct | |
| Common Stock | Disposition | 2022-08-08 | 1,386 | $495.10 | 9,293 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Restricted Stock Units | Disposition | 2022-08-05 | 1,739 | $0.00 | 1,739 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2022-08-05 | 112 | $0.00 | 112 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2022-08-05 | 902 | $0.00 | 902 | $0.00 |
| Common Stock | Employee Stock Option (Right to Buy) | Acquisiton | 2022-08-05 | 3,915 | $655.94 | 3,915 | $655.94 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 6,373 | No | 4 | M | Direct | ||
| 1,112 | No | 4 | M | Direct | ||
| 1,807 | No | 4 | M | Direct | ||
| 3,915 | 2031-12-13 | No | 4 | A | Direct |
Footnotes
- 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.
- This transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- 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.
- The restricted stock units vest as to 1/4th of the total shares on February 7th, 2020 and thereafter shall vest as to 1/16th of the total number of shares in equal quarterly installments, subject to the continued service of the Reporting Person on each vesting date.
- As the Issuer has previously disclosed, on December 13, 2021, a Performance Stock Option ("PSO") was granted to the Reporting Person. The Issuer also disclosed that there are eight separate tranches to the PSO and any tranche may vest only if both subscription revenue and stock price performance metrics are met, in addition to service requirements. The performance period in which the performance targets may be met is from October 29, 2021 to and including September 30, 2026. On August 5, 2022, the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche 1 of the PSO. Despite having met this performance metric, the shares for Tranche 1 have not yet vested. They may vest, if at all, only if: (i) the achievement of the stock price metric for Tranche 1 is certified; and (ii) the Reporting Person serves as an employee of the Issuer on such vesting date and further provided that no vesting may occur before December 13, 2023.
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