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ServiceNow, Inc. 4

Accession 0001181431-12-059910

$NOWCIK 0001373715operating
View on SEC.govCompany Profile

Filed

Nov 20, 7:00 PM ET

Accepted

Nov 21, 12:25 PM ET

Size

28.4 KB

Accession

0001181431-12-059910

Insider Transaction Report

Form 4
Period: 2012-11-20
ServiceNow, Inc.NOW
JMI Equity Fund IV (AI), LP
Director10% Owner
Transactions
  • Other

    Common Stock

    2012-11-21−7,992,703→ 0 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−7,101,250$190,881,600→ 22,811,786 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−2,488,107$66,880,316→ 7,992,703 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−22,811,786→ 0 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−44,313$1,191,133→ 142,349 total(indirect: See footnote)
JMI Associates IV, LLC
Director10% Owner
Transactions
  • Sale

    Common Stock

    2012-11-20$26.88/sh−44,313$1,191,133→ 142,349 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−22,811,786→ 0 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−7,992,703→ 0 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−7,101,250$190,881,600→ 22,811,786 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−2,488,107$66,880,316→ 7,992,703 total(indirect: See footnote)
JMI Associates V LLC
Director10% Owner
Transactions
  • Sale

    Common Stock

    2012-11-20$26.88/sh−2,488,107$66,880,316→ 7,992,703 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−7,101,250$190,881,600→ 22,811,786 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−7,992,703→ 0 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−22,811,786→ 0 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−44,313$1,191,133→ 142,349 total(indirect: See footnote)
JMI Equity Fund V L P
Director10% Owner
Transactions
  • Sale

    Common Stock

    2012-11-20$26.88/sh−2,488,107$66,880,316→ 7,992,703 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−22,811,786→ 0 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−44,313$1,191,133→ 142,349 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−7,101,250$190,881,600→ 22,811,786 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−7,992,703→ 0 total(indirect: See footnote)
JMI EQUITY FUND V AI L P
Director10% Owner
Transactions
  • Other

    Common Stock

    2012-11-21−22,811,786→ 0 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−7,992,703→ 0 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−7,101,250$190,881,600→ 22,811,786 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−2,488,107$66,880,316→ 7,992,703 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−44,313$1,191,133→ 142,349 total(indirect: See footnote)
JMI EQUITY FUND IV LP
Director10% Owner
Transactions
  • Sale

    Common Stock

    2012-11-20$26.88/sh−7,101,250$190,881,600→ 22,811,786 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−7,992,703→ 0 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−2,488,107$66,880,316→ 7,992,703 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−44,313$1,191,133→ 142,349 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−22,811,786→ 0 total(indirect: See footnote)
JMI EURO EQUITY FUND IV L P
Director10% Owner
Transactions
  • Sale

    Common Stock

    2012-11-20$26.88/sh−2,488,107$66,880,316→ 7,992,703 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−44,313$1,191,133→ 142,349 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−7,992,703→ 0 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−7,101,250$190,881,600→ 22,811,786 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−22,811,786→ 0 total(indirect: See footnote)
JMI Side Associates, LLC
Director10% Owner
Transactions
  • Sale

    Common Stock

    2012-11-20$26.88/sh−44,313$1,191,133→ 142,349 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−22,811,786→ 0 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−7,101,250$190,881,600→ 22,811,786 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−2,488,107$66,880,316→ 7,992,703 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−7,992,703→ 0 total(indirect: See footnote)
JMI Equity Side Fund, LP
Director10% Owner
Transactions
  • Sale

    Common Stock

    2012-11-20$26.88/sh−7,101,250$190,881,600→ 22,811,786 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−2,488,107$66,880,316→ 7,992,703 total(indirect: See footnote)
  • Sale

    Common Stock

    2012-11-20$26.88/sh−44,313$1,191,133→ 142,349 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−22,811,786→ 0 total(indirect: See footnote)
  • Other

    Common Stock

    2012-11-21−7,992,703→ 0 total(indirect: See footnote)
Footnotes (9)
  • [F1]In connection with the Issuer's public offering pursuant to a registration statement on Form S-1 (No. 333-184674) (the "Follow-on Offering"), (i) JMI Equity Fund V, L.P. ("Fund V") sold 6,712,471 shares of the Issuer's common stock ("Common Stock") and (ii) JMI Equity Fund V (AI), L.P. ("Fund V (AI)" and together with Fund V, collectively the "Equity V Funds") sold 388,779 shares of Common Stock, in each case, pursuant to an underwriting agreement, dated November 14, 2012 by and among the Issuer, the underwriters and the selling stockholders party thereto (the "Underwriting Agreement").
  • [F2]In connection with the Follow-on Offering, (i) JMI Equity Fund IV, L.P. ("Fund IV") sold 1,779,120 shares of Common Stock, (ii) JMI Euro Equity Fund IV, L.P. ("Euro Fund") sold 568,099 shares of Common Stock and (iii) JMI Equity Fund IV (AI), L.P. ("Fund IV (AI)" and together with Fund IV and Euro Fund, collectively the "Equity IV Funds") sold 140,888 shares of Common Stock, in each case, pursuant to the Underwriting Agreement.
  • [F3]In connection with the Follow-on Offering, JMI Equity Side Fund, L.P. ("Equity Side Fund") sold 44,313 shares of Common Stock pursuant to the Underwriting Agreement.
  • [F4]Immediately following the consummation of the Follow-on Offering, Fund V owned an aggregate of 21,562,887 shares of Common Stock and Fund V (AI) owned an aggregate of 1,248,899 shares of Common Stock. JMI Associates V, L.L.C. is the general partner of the Equity V Funds and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by the Equity V Funds. JMI Associates V, L.L.C. disclaims Section 16 beneficial ownership of the shares held by the Equity V Funds and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by the Equity V Funds, except to the extent of its pecuniary interest, if any, in shares held by the Equity V Funds by virtue of its general partner interest in the Equity V Funds.
  • [F5]Immediately following the consummation of the Follow-on Offering, Fund IV owned an aggregate of 5,715,182 shares of Common Stock, Euro Fund owned an aggregate of 1,824,939 shares of Common Stock and Fund IV (AI) owned an aggregate of 452,582 shares of Common Stock. JMI Associates IV, L.L.C. is the general partner of the Equity IV Funds and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by Equity IV Funds. JMI Associates IV, L.L.C. disclaims Section 16 beneficial ownership of the shares held by the Equity IV Funds and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by Equity IV Funds, except to the extent of its pecuniary interest, if any, in the shares held by Equity IV Funds by virtue of its general partner interest in the Equity IV Funds.
  • [F6]Immediately following the consummation of the Follow-on Offering, Equity Side Fund owned an aggregate of 142,349 shares of Common Stock. JMI Side Associates, L.L.C. is the general partner of Equity Side Fund and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by the Equity Side Fund. JMI Side Associates, L.L.C. disclaims Section 16 beneficial ownership of the shares held by the Equity Side Fund and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by the Equity Side Fund.
  • [F7]Charles E. Noell, III and Paul V. Barber, each a managing member of JMI Associates V, L.L.C. and JMI Associates IV, L.L.C, and each an officer of JMI Equity Side Associates, L.L.C., serve as the representatives of JMI Associates V, L.L.C., JMI Associates IV, L.L.C., JMI Equity Side Associates, L.L.C., Equity V Funds, Equity IV Funds and Equity Side Fund on the Issuer's board of directors.
  • [F8]Represents (i) 17,250,310 shares of Common Stock contributed by Fund V to JMI Equity Fund V Trust and 4,312,577 shares of Common Stock contributed by Fund V to JMI Associates V Trust on November 21, 2012, and (ii) 999,119 shares of Common Stock contributed by Fund V (AI) to JMI Equity Fund V (AI) Trust and 249,780 shares of Common Stock contributed by Fund V (AI) to JMI Associates V (AI) Trust on November 21, 2012. Each such contribution described herein was made for no consideration, and was made simultaneously with each of the other contributions described in this footnote and footnote (9).
  • [F9]Represents (i) 4,572,146 shares of Common Stock contributed by Fund IV to JMI Equity Fund IV Trust and 1,143,036 shares of Common Stock contributed by Fund IV to JMI Associates IV Trust on November 21, 2012, (ii) 1,459,951 shares of Common Stock contributed by Euro Fund to JMI Euro Equity Fund IV Trust and 364,988 shares of Common Stock contributed by Euro Fund to JMI Associates Euro IV Trust on November 21, 2012, and (iii) 362,066 shares of Common Stock contributed by Fund IV (AI) to JMI Equity Fund IV (AI) Trust and 90,516 shares of Common Stock contributed by Fund IV (AI) to JMI Associates IV (AI) Trust on November 21, 2012. Each such contribution described herein was made for no consideration, and was made simultaneously with each of the other contributions described in this footnote and footnote (8).

Documents

1 file

Issuer

ServiceNow, Inc.

CIK 0001373715

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001373715

Filing Metadata

Form type
4
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 12:25 PM ET
Size
28.4 KB
View on SEC.gov