Form 4 for NOW ServiceNow
Accepted 2022-08-09 00:00:00 ET · period of report 2022-08-05 · accession 0001373715-22-000269 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-08-09 | 2022-08-05 | NOW | Mastantuono Gina | CFO | M - OptEx | $0.00 | +2,920 | 7,541 | +63% | $0 |
| DM | 2022-08-09 | 2022-08-05 | NOW | Mastantuono Gina | CFO | F - Tax | $494.85 | -1,449 | 7,365 | -16% | -$717.0K |
| DM | 2022-08-09 | 2022-08-05 | NOW | Mastantuono Gina | CFO | M - OptEx | $0.00 | -2,920 | 10.1K | -22% | $0 |
| D | 2022-08-09 | 2022-08-05 | NOW | Mastantuono Gina | CFO | A - Grant | $655.94 | +7,831 | 7,831 | New | +$5.14M |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2022-08-05 | M | A | 2,744 | $0.00 | 8,726 | D | — | — | (F1) Includes 42 shares acquired under the Issuer's Employee Stock Purchase Plan on July 29, 2022 |
| 2 | Common | Common Stock | 2022-08-05 | F | D | 88 | $494.85 | 7,453 | D | — | — | (F2) 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. |
| 3 | Common | Common Stock | 2022-08-05 | M | A | 176 | $0.00 | 7,541 | D | — | — | |
| 4 | Common | Common Stock | 2022-08-05 | F | D | 1,361 | $494.85 | 7,365 | D | — | — | (F2) 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. |
| 5 | Derivative | Restricted Stock Units | 2022-08-05 | M | D | 176 | $0.00 | 1,755 | D | — · — to — | 176 Common Stock | (F3) Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. (F6) 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. |
| 6 | Derivative | Employee Stock Option (Right to Buy) | 2022-08-05 | A | A | 7,831 | $655.94 | 7,831 | D | $655.94 · — to 2031-12-13 | 7,831 Common Stock | (F7) As the Issuer has previously disclosed, on December 13, 2021, a Performance Stock Option ("PSO") was granted to the Reporting Person. The Issuer also disclosed that there are eight separate tranches to the PSO and any tranche may vest only if both subscription revenue and stock price performance metrics are met, in addition to service requirements. The performance period in which the performance targets may be met is from October 29, 2021 to and including September 30, 2026. On August 5, 2022, the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche 1 of the PSO. Despite having met this performance metric, the shares for Tranche 1 have not yet vested. They may vest, if at all, only if: (i) the achievement of the stock price metric for Tranche 1 is certified; and (ii) the Reporting Person serves as an employee of the Issuer on such vesting date and further provided that no vesting may occur before December 13, 2023. |
| 7 | Derivative | Restricted Stock Units | 2022-08-05 | M | D | 2,744 | $0.00 | 10,064 | D | — · — to — | 2,744 Common Stock | (F3) Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. (F5) 30% of the shares subject to the restricted stock units will vest on February 7, 2022, 15% of the shares subject to the restricted stock units will vest on each of August 7, 2022 and February 7, 2023, 20% of the shares subject to the restricted stock units will vest on August 7, 2023, and the final vest on February 7, 2024 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, 2021 to December 31, 2023, subject to the reporting person's continued service to the Issuer on each vesting date. (F4) Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 8, 2021 under the Issuer's 2012 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2021 until December 31, 2021, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 24, 2022. |