RUSSELL S. ELMER - 07 Feb 2025 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role
General Counsel
Signature
/s/ Russell S. Elmer
Issuer symbol
NOW
Transactions as of
07 Feb 2025
Net transactions value
-$534,480
Form type
4
Filing time
11 Feb 2025, 16:10:48 UTC
Previous filing
05 Feb 2025
Next filing
12 Feb 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOW Common Stock Options Exercise $0 +112 +2.6% $0.000000 4,444 07 Feb 2025 Direct
transaction NOW Common Stock Tax liability $46,381 -46 -1% $1008.29 4,398 07 Feb 2025 Direct F1
transaction NOW Common Stock Options Exercise $0 +415 +9.4% $0.000000 4,813 07 Feb 2025 Direct
transaction NOW Common Stock Tax liability $146,202 -145 -3% $1008.29 4,668 07 Feb 2025 Direct F1
transaction NOW Common Stock Sale $341,897 -336 -7.2% $1017.55 4,332 10 Feb 2025 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NOW Restricted Stock Units Options Exercise $0 -112 -100% $0.000000 0 07 Feb 2025 Common Stock 112 Direct F3, F4
transaction NOW Restricted Stock Units Options Exercise $0 -415 -12% $0.000000 2,906 07 Feb 2025 Common Stock 415 Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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.
F2 The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 13, 2024.
F3 Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
F4 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.
F5 3.33% of the shares subject to the restricted stock units will vest on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units will vest on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units will vest quarterly beginning on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.