4//SEC Filing
Tzitzon Nicholas 4
Accession 0001891538-25-000008
CIK 0001373715other
Filed
Aug 18, 8:00 PM ET
Accepted
Aug 19, 4:33 PM ET
Size
21.2 KB
Accession
0001891538-25-000008
Insider Transaction Report
Form 4
Tzitzon Nicholas
Vice Chairman
Transactions
- Sale
Common Stock
2025-08-18$866.45/sh−1,719$1,489,428→ 3,000 total - Exercise/Conversion
Common Stock
2025-08-15+298→ 4,864 total - Exercise/Conversion
Common Stock
2025-08-15+2,317→ 5,601 total - Exercise/Conversion
Common Stock
2025-08-15+167→ 4,647 total - Tax Payment
Common Stock
2025-08-15$867.24/sh−81$70,246→ 4,566 total - Tax Payment
Common Stock
2025-08-15$867.24/sh−145$125,750→ 4,719 total - Exercise/Conversion
Restricted Stock Units
2025-08-15−2,317→ 2,318 total→ Common Stock (2,317 underlying) - Exercise/Conversion
Restricted Stock Units
2025-08-15−298→ 2,981 total→ Common Stock (298 underlying) - Tax Payment
Common Stock
2025-08-15$867.24/sh−1,121$972,176→ 4,480 total - Exercise/Conversion
Restricted Stock Units
2025-08-15−167→ 999 total→ Common Stock (167 underlying)
Footnotes (7)
- [F1]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.
- [F2]The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 28, 2025.
- [F3]Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- [F4]Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 15, 2023 under the Issuer's 2021 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2023 until December 31, 2023, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 22, 2024.
- [F5]30% of the shares subject to the restricted stock units vested on February 17, 2024, 15% of the shares subject to the restricted stock units vested on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units vested on August 17, 2025, and the final vest on February 17, 2026 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, 2023 to December 31, 2025, subject to the reporting person's continued service to the Issuer on each vesting date.
- [F6]The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 17, 2023, and subject to the Reporting Person's continued service to the Issuer on each vesting date.
- [F7]The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.
Documents
Issuer
ServiceNow, Inc.
CIK 0001373715
Entity typeother
Related Parties
1- filerCIK 0001891538
Filing Metadata
- Form type
- 4
- Filed
- Aug 18, 8:00 PM ET
- Accepted
- Aug 19, 4:33 PM ET
- Size
- 21.2 KB