ServiceNow Inc.

11/12/2024 | Press release | Distributed by Public on 11/12/2024 15:28

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Tzitzon Nicholas
2. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [NOW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Strat & Corp Affairs Ofc
(Last) (First) (Middle)
C/O SERVICENOW, INC., 2225 LAWSON LANE 		3. Date of Earliest Transaction (Month/Day/Year)
11/07/2024
(Street)
SANTA CLARA, CA 95054 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/07/2024 M 70 A $ 0 3,719 D
Common Stock 11/07/2024 F 34(1) D $1,015.28 3,685 D
Common Stock 11/07/2024 M 130 A $ 0 3,815 D
Common Stock 11/07/2024 F 63(1) D $1,015.28 3,752 D
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)
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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 11/07/2024 M 70 (3) (3) Common Stock 70 $ 0 71 D
Restricted Stock Units (2) 11/07/2024 M 130 (4) (4) Common Stock 130 $ 0 3,508 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tzitzon Nicholas
C/O SERVICENOW, INC.
2225 LAWSON LANE
SANTA CLARA, CA 95054 		Chief Strat & Corp Affairs Ofc

Signatures

/s/ Nicholas Tzitzon by Russell S. Elmer, Attorney-in-Fact 11/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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) 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.
(2) Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
(3) 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.
(4) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.