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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 | ||||||||
Restricted Stock Units | (1) | 03/06/2017 | A | 167,187 | (2) | (2) | Common Stock | 167,187 | $ 0 | 167,187 | D | ||||
Employee Stock Option (right to buy) | $ 86.26 | 03/06/2017 | A | 396,720 | (3) | 03/05/2027 | Common Stock | 396,720 | $ 0 | 396,720 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Donahoe John J C/O SERVICENOW, INC. 2225 LAWSON LANE SANTA CLARA, CA 95054 |
Executive Officer (see remark) |
/s/ John J. Donahoe by Matthew Kelly, Attorney-in-Fact | 03/08/2017 | |
**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) | Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. |
(2) | The restricted stock units vest as to 1/5 of the total shares on February 17, 2018 and thereafter shall vest in 16 equal quarterly installments commencing on May 17, 2018, subject to the continued employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting. For additional details about vesting conditions, please refer to the employment agreement between the Issuer and the Reporting Person. |
(3) | Subject to the Issuer's common stock reaching certain specified average closing prices for the 20 business day period ending on the trading day immediately prior to each vesting date, the shares subject to the option vest as to 1/5 of the total shares on February 17, 2018 and thereafter shall vest as to 1/60 of the total number of shares in 48 equal monthly installments beginning on March 17, 2018, subject to the continued employment of the Reporting Person on each vesting date. For additional details about vesting conditions, please refer to the employment agreement between the Issuer and the Reporting Person. |
Remarks: The Company has entered into an Employment Agreement with the Reporting Person appointing him Chief Executive Officer, to become effective April 3, 2017. |