Russell S. Elmer - Feb 14, 2025 Form 4 Insider Report for ServiceNow, Inc. (NOW)

Role
General Counsel
Signature
/s/ Russell S. Elmer
Stock symbol
NOW
Transactions as of
Feb 14, 2025
Transactions value $
-$2,006,234
Form type
4
Date filed
2/19/2025, 04:45 PM
Previous filing
Feb 14, 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 +1.85K +42.8% $0.00 6.19K Feb 14, 2025 Direct
transaction NOW Common Stock Tax liability -$908K -920 -14.87% $986.63 5.27K Feb 14, 2025 Direct F1
transaction NOW Common Stock Options Exercise $0 +178 +3.38% $0.00 5.44K Feb 14, 2025 Direct
transaction NOW Common Stock Tax liability -$87.8K -89 -1.63% $986.63 5.36K Feb 14, 2025 Direct F1
transaction NOW Common Stock Sale -$87.9K -89 -1.66% $988.00 5.27K Feb 18, 2025 Direct F2
transaction NOW Common Stock Sale -$923K -934 -17.74% $988.00 4.33K Feb 18, 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 -1.85K -27.27% $0.00 4.95K Feb 14, 2025 Common Stock 1.85K Direct F3, F4, F5
transaction NOW Restricted Stock Units Options Exercise $0 -178 -11.14% $0.00 1.42K Feb 14, 2025 Common Stock 178 Direct F3, F6
transaction NOW Restricted Stock Units Award $0 +2.86K $0.00 2.86K Feb 18, 2025 Common Stock 2.86K Direct F3, F7
* 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 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.
F5 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.
F6 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.
F7 The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting occurring on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.