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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $ 3 | 07/31/2012 | A | 243,744 | (6)(7) | 09/08/2021 | Common Stock | 243,744 | $ 0 | 243,744 | D | ||||
Employee Stock Option (Right to Buy) | $ 3 | 02/05/2013 | M(1) | 55,000 | (6)(8) | 07/21/2021 | Common Stock | 55,000 | $ 0 | 1,324,044 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Schneider David C/O SERVICENOW, INC. 4810 EASTGATE MALL SAN DIEGO, CA 92121 |
SVP WORLDWIDE SALES & SERVICES |
/s/ David Schneider by Ethan Christensen, Attorney-in-Fact | 02/07/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
(2) | Includes 1,500 shares acquired under the Issuer's Employee Stock Purchase Plan on January 31, 2013. |
(3) | Represents the aggregate of sales effected on the same day at different prices pursuant to the 10b5-1 trading plan noted in footnote (1). |
(4) | Represents the weighted average sales price per share. The shares sold at prices ranging from $28.70 to $29.67 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. |
(5) | Represents the weighted average sales price per share. The shares sold at prices ranging from $29.70 to $29.90 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. |
(6) | Immediately exercisable. |
(7) | The stock option grant shall be vested as to 1/4th of the total number of shares on June 6, 2012 and thereafter shall vest as to 1/48th of the total number of shares in equal monthly installments. |
(8) | The stock option grant shall be vested as to 1/4th of the total number of shares on June 6, 2012 and thereafter shall vest as to 1/48th of the total number of shares in equal monthly installments. |