4//SEC Filing
MOORES JOHN J 4
Accession 0001181431-12-059671
CIK 0001373715other
Filed
Nov 19, 7:00 PM ET
Accepted
Nov 20, 4:02 PM ET
Size
17.9 KB
Accession
0001181431-12-059671
Insider Transaction Report
Form 4
MOORES JOHN J
Director10% Owner
Transactions
- Sale
Common Stock
2012-11-20$26.88/sh−1,014,219$27,262,207→ 3,258,040 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−2,315,009$62,227,442→ 7,436,645 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−44,313$1,191,133→ 142,349 total(indirect: See footnote)
Footnotes (11)
- [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").
- [F10]Immediately following the consummation of the Follow-on Offering, Services owns an aggregate of 3,258,040 shares of Common Stock. JMTX Manager, Inc. is the manager of Services and Mr. Moores owns all of the membership interests in Services and all of the stock of JMTX Manager, Inc. Mr. Moores disclaims Section 16 beneficial ownership of the shares held by Services and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by Services, except to the extent of his pecuniary interest in the shares, if any, held by Services by virtue of his membership interest in Services and his equity interest in JMTX Manager, Inc.
- [F11]Charles E. Noell, III, a managing member of JMI Associates V, L.L.C. and JMI Associates IV, L.L.C, an officer of JMI Side Associates, L.L.C., a member of El Camino Advisors, LLC, and director and officer of JMTX Manager, Inc., and Paul V. Barber, a managing member of JMI Associates V, L.L.C. and JMI Associates IV, L.L.C and an officer of JMI Side Associates, L.L.C., each serve as the representatives of John J. Moores on the Issuer's board of directors.
- [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]In connection with the Follow-on Offering, JMI Participating Partners ("Participating Partners") sold 2,315,009 shares of Common Stock pursuant to the Underwriting Agreement.
- [F5]In connection with the Follow-on Offering, JMI Services, LLC ("Services") sold 1,014,219 shares of Common Stock pursuant to the Underwriting Agreement.
- [F6]Immediately following the consummation of the Follow-on Offering, Fund V owns an aggregate of 21,562,887 shares of Common Stock and Fund V (AI) owns an aggregate of 1,248,899 shares of Common Stock. Mr. Moores is a limited partner in Fund V and a co-trustee and settlor of various family trusts that include certain immediate family members (collectively, the "Trusts"), each a limited partner of Fund V (AI). Mr. Moores 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 his pecuniary interest, if any, in the shares held by the Equity V Funds by virtue of his limited partnership interest in Fund V and his position as a co-trustee of the Trusts. Investment decisions by each of the Trusts are made by a majority vote of the co-trustees and the Trusts are irrevocable.
- [F7]Immediately following the consummation of the Follow-on Offering, Fund IV owns an aggregate of 5,715,182 shares of Common Stock, Euro Fund owns an aggregate of 1,824,939 shares of Common Stock and Fund IV (AI) owns an aggregate of 452,582 shares of Common Stock. Mr. Moores is a limited partner in Fund IV and a co-trustee and settlor of each of the Trusts, each a limited partner of Fund IV(AI). Mr. Moores 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 the Equity IV Funds, except to the extent of his pecuniary interest, if any, in the shares held by the Equity IV Funds by virtue of his limited partnership interest in Fund IV and his position as a trustee of the Trusts. Investment decisions by each of the Trusts are made by a majority vote of the co-trustees and the Trusts are irrevocable
- [F8]Immediately following the consummation of the Follow-on Offering, Equity Side Fund owns an aggregate of 142,349 shares of Common Stock. Mr. Moores has a limited partnership interest in Sub Fund, L.P. ("Sub Fund"), which is a limited partner of Equity Side Fund. Mr. Moores 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, except to the extent of his pecuniary interest, if any, in the shares held by the Equity Side Fund by virtue of his limited partnership interest in Sub Fund.
- [F9]Immediately following the consummation of the Follow-on Offering, Participating Partners owns an aggregate of 7,436,645 shares of Common Stock. Mr. Moores is a member of El Camino Advisors, LLC, the managing general partner of Participating Partners and a co-trustee and settlor of each of the Trusts, each a limited partner of Participating Partners. Mr. Moores disclaims Section 16 beneficial ownership of the shares held by Participating Partners and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by Participating Partners, except to the extent of his pecuniary interest, if any, in the shares held by Participating Partners by virtue of his partnership interest in Participating Partners and his position as a co-trustee of the Trusts. Investment decisions by each of the Trusts are made by a majority vote of the co-trustees and the Trusts are irrevocable.
Documents
Issuer
ServiceNow, Inc.
CIK 0001373715
Entity typeother
Related Parties
1- filerCIK 0001056840
Filing Metadata
- Form type
- 4
- Filed
- Nov 19, 7:00 PM ET
- Accepted
- Nov 20, 4:02 PM ET
- Size
- 17.9 KB