William R. McDermott - Feb 7, 2025 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role
Chairman & CEO, Director
Signature
/s/ William R. McDermott by Russell S. Elmer, Attorney-in-Fact
Stock symbol
NOW
Transactions as of
Feb 7, 2025
Transactions value $
-$2,253,067
Form type
4
Date filed
2/11/2025, 04:11 PM
Previous filing
Nov 21, 2024
Next filing
Feb 12, 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 +468 +18.03% $0.00 3.06K Feb 7, 2025 Direct
transaction NOW Common Stock Tax liability -$168K -167 -5.45% $1,008.29 2.9K Feb 7, 2025 Direct F1
transaction NOW Common Stock Options Exercise $0 +1.75K +60.53% $0.00 4.65K Feb 7, 2025 Direct
transaction NOW Common Stock Tax liability -$798K -791 -17.01% $1,008.29 3.86K Feb 7, 2025 Direct F1
transaction NOW Common Stock Sale -$203K -200 -5.18% $1,013.88 3.66K Feb 10, 2025 Direct F2
transaction NOW Common Stock Sale -$203K -200 -5.47% $1,015.44 3.46K Feb 10, 2025 Direct F2, F3, F4
transaction NOW Common Stock Sale -$64.1K -63 -1.82% $1,017.55 3.4K Feb 10, 2025 Direct F2
transaction NOW Common Stock Sale -$306K -300 -8.84% $1,019.96 3.1K Feb 10, 2025 Direct F2
transaction NOW Common Stock Sale -$102K -100 -3.23% $1,020.99 3K Feb 10, 2025 Direct F2
transaction NOW Common Stock Sale -$409K -400 -13.36% $1,022.68 2.6K Feb 10, 2025 Direct F2, F3, F5
holding NOW Common Stock 4.88K Feb 7, 2025 by Trust

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 -468 -100% $0.00 0 Feb 7, 2025 Common Stock 468 Direct F6, F7
transaction NOW Restricted Stock Units Options Exercise $0 -1.75K -12.5% $0.00 12.3K Feb 7, 2025 Common Stock 1.75K Direct F6, F8
* 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, Bill McDermott, on August 19, 2024.
F3 Represents the aggregate of sales effected on the same day at different prices.
F4 Represents the weighted average sales price per share. The shares sold at prices ranging from $1,015.375 to $1,015.510 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
F5 Represents the weighted average sales price per share. The shares sold at prices ranging from $1,022.490 to $1,022.865 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
F6 Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
F7 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.
F8 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.