Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended September 30, 2023, the following directors and Section 16 officers adopted trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c):
• Gina Mastantuono , our Chief Financial Officer , adopted a trading plan on July 28, 2023 . The plan, which expires May 24, 2024, provides for the sale of (i) 317 shares of our common stock and (ii) 100% of the (net) shares resulting from the vesting of 8,019 additional (gross) shares of our common stock during the plan period (net shares are net of tax withholding).
• William R. McDermott , our Chief Executive Officer , adopted a trading plan on August 31, 2023 . The plan, which expires February 18, 2025, provides for the sale of (i) 30,489 shares of our common stock and (ii) 100% of the (net) shares resulting from the vesting of 9,986 additional (gross) shares of our common stock during the plan period (net shares are net of tax withholding).
• Paul E. Chamberlain , a member of our board of directors, adopted a trading plan on August 21, 2023 . The plan, which expires September 3, 2024, provides for the sale of 540 shares of our common stock.
34
Table of Contents
ITEM 6. EXHIBITS
EXHIBIT INDEX
Exhibit
Number
Description of Document Incorporated by Reference Filed
Herewith
Form File No. Exhibit Filing Date
3.1
Restated Certificate of Incorporation of Registrant, as amended
8-K 001-35580 3.1 6/9/2021
3.2
Restated Bylaws of Registrant
8-K 001-35580 3.2 6/9/2021
10.1 *
Temporary Relocation dated July 28, 2023, by and between the Registrant and Chirantan J. Desai
X
31.1
Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1**
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2**
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X
* Indicates a management contract, compensatory plan or arrangement.
** The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
35
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
S ERVICE N OW , I NC .
Date: October 25, 2023 By: /s/ William R. McDermott
William R. McDermott
Chief Executive Officer
(Principal Executive Officer)
Date: October 25, 2023 By: /s/ Gina Mastantuono
Gina Mastantuono
Chief Financial Officer
(Principal Financial Officer)
Date: October 25, 2023 By: /s/ Kevin McBride
Kevin McBride
Chief Accounting Officer
(Principal Accounting Officer)
36
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.