Additional
Convertible Note Hedge Transactions

In connection with
the partial exercise by the Initial Purchasers of their option to
purchase the Option Notes, on June19, 2017, the Company entered
into additional convertible note hedge transactions with respect
to its Common Stock (the Purchased Options) with each of Morgan
Stanley Co. International plc, JPMorgan Chase Bank, National
Association, London Branch, Goldman Sachs Co. LLC and Citibank,
N.A (collectively, the Counterparties). The Purchased Options
cover, subject to anti-dilution adjustments substantially
identical to those in the Option Notes, approximately 0.24million
shares of Common Stock in the aggregate and are exercisable upon
conversion of the Option Notes. The Purchased Options have an
initial strike price that corresponds to the initial conversion
price of the Option Notes, subject to anti-dilution adjustments
substantially similar to those in the Option Notes. The Purchased
Options will expire upon the maturity of the Option Notes, if not
earlier exercised. The form of confirmation for the Purchased
Options is attached hereto as Exhibits 99.1 and is incorporated
herein by reference. The Purchased Options are intended to reduce
potential dilution to the Common Stock upon any conversion of the
Option Notes and/or offset any cash payments the Company is
required to make in excess of the principal amount of converted
Option Notes, as the case may be, in the event that the market
value per share of the Common Stock, as measured under the
Purchased Options, at the time of exercise is greater than the
strike price of the Purchased Options, which initially
corresponds to the conversion price of the Option Notes. The
Purchased Options are separate transactions, entered into by the
Company with the Counterparties, and are not part of the terms of
the Option Notes. Holders of the Option Notes will not have any
rights with respect to the Purchased Options.

The Company used
approximately $3.1million of the net proceeds from the offering
of the Option Notes to pay the cost of the Purchased Options
(after such cost was partially offset by the proceeds to the
Company of the Warrants (as defined below)).

Additional
Warrant Transactions

Separately from
the Purchased Options, on June19, 2017, the Company entered into
additional warrant transactions to sell to the Counterparties
warrants (the Warrants) to acquire, subject to anti-dilution
adjustments, up to approximately 0.24million shares of Common
Stock in the aggregate at a strike price of $203.40 per share.
The Company offered and sold the Warrants in reliance on the
exemption from registration provided by Section4(a)(2) of the
Securities Act. Neither the Warrants nor the underlying shares of
Common Stock issuable upon conversion of the

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Warrants have been
registered under the Securities Act and neither may be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements. The form of
confirmation for the Warrants is attached hereto as Exhibit 99.2
and is incorporated herein by reference. If the market value per
share of Common Stock, as measured under the Warrants, at the
time of exercise exceeds the strike price of the Warrants, the
Warrants will have a dilutive effect on the Companys earnings per
share. The Warrants are separate transactions, entered into by
the Company with the Counterparties, and are not part of the
terms of the Option Notes. Holders of the Option Notes will not
have any rights with respect to the Warrants. The Warrants will
expire in 2022.

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ServiceNow, Inc. Exhibit
EX-99.1 2 d392280dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 [Insert Dealer Name] [Insert Dealer Address] June 19,…
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About ServiceNow, Inc. (NYSE:NOW)

ServiceNow, Inc. is a provider of cloud-based solutions that define, structure, manage and automate services across the global enterprise. The Company provides cloud-based service management and business management solutions that address the needs of various departments within an enterprise, including information technology (IT), human resources (HR), facilities, field service, marketing, customer service, security, legal and finance. Its service management solutions are built on the Company’s platform that also allows customers to create, by themselves or with its partners, their own service-oriented applications for use in departments across the enterprise. The Company markets its services to enterprises in a range of industries, including financial services, consumer products, IT services, healthcare and technology. It sells solutions primarily through direct sales and through indirect channel sales. The Company also provides a portfolio of professional services to customers.