SEC Form 4 

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |

1. Name and Address of Reporting Person^*
LUDDY FREDERIC B

(Last) | (First) | (Middle)
C/O SERVICENOW, INC.
2225 LAWSON LANE

(Street) 
SANTA CLARA | CA | 95054

(City) | (State) | (Zip)

2. Issuer Name and Ticker or Trading Symbol 
ServiceNow, Inc. [ NOW ]

5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
X | Director | | 10% Owner
X | Officer (give title below) | | Other (specify below)
CHIEF PRODUCT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line) 
X | Form filed by One Reporting Person
| Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4)
| | | Code | V | Amount | (A) or (D) | Price | | |
Common Stock | 08/05/2016 | | M | | 32,843 | A | $0 | 188,092 | D |
Common Stock | 08/05/2016 | | M | | 10,110 | A | $0 | 198,202 | D |
Common Stock | 08/05/2016 | | F^(1) | | 22,414 | D | $0 | 175,788 | D |
Common Stock | | | | | | | | 3,176,588 | I | by Frederic B. Luddy Family Trust
Common Stock | | | | | | | | 605,000 | I | by Luddy Family Dynasty Trust LLC
Common Stock | | | | | | | | 19,000 | I | by Spouse
Common Stock | | | | | | | | 26,000 | I | by Spouse's Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4)
| | | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Restricted Stock Units | ^(2) | 08/05/2016 | | M | | | 32,843 | ^(3) | 11/07/2016 | Common Stock | 32,843 | $0 | 32,842 | D |
Restricted Stock Units | ^(2) | 08/05/2016 | | M | | | 10,110 | ^(4) | 05/07/2017 | Common Stock | 10,110 | $0 | 30,330 | D |
Explanation of Responses:
1. Represents shares relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting fromthe vesting of RSUs, in accordance with Rule 16b-3.
2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
3. The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted February 7, 2014 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2014 until December 31, 2014, with vesting subject to approval of the performance calculation by the Issuer's Compensation Committee. This approval was obtained on January 27, 2015. As a result, 25% of the restricted stock units will vest on each of February 7, 2016, May 7, 2016, August 7, 2016 and November 7, 2016.
4. The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted February 7, 2015 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2015 until December 31, 2015, with vesting subject to approval of the performance calculation by the Issuer's Compensation Committee. This approval was obtained on January 26, 2016. As a result, 25% of the restricted stock units will vest on each of August 7, 2016, November 7, 2016, February 7, 2017 and May 7, 2017.
Remarks:
| /s/ Frederic B. Luddy by Matthew Kelly, Attorney-in-Fact | 08/08/2016
| ** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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