Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended March 31, 2024, the following directors and Section 16 officers adopted or terminated trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c):
• Gina Mastantuono , our Chief Financial Officer , adopted a trading plan on February 27, 2024 . The plan, which expires January 31, 2025, provides for the sale of (i) 3,028 shares of our common stock, and (ii) 8.59% of the (gross) shares resulting from the vesting of 6,662 additional (gross) shares of our common stock during the plan period.
• Jacqueline Canney , our Chief People Officer , adopted a trading plan on February 27, 2024 . The plan, which expires May 23, 2025, provides for the sale of 100% of the (net) shares resulting from the vesting of 11,924 additional (gross) shares of our common stock during the plan period, subject to adjustment based on the achievement of performance conditions (net shares are net of tax withholding).
• Nick Tzitzon , our Chief Strategy and Corporate Affairs Officer , adopted a trading plan on February 29, 2024 . The plan, which expires May 30, 2025, provides for the sale of (i) 2,000 shares of our common stock, and (ii) 100% of the (net) shares resulting from the vesting of 7,992 additional (gross) shares of our common stock during the plan period, subject to adjustment based on the achievement of performance conditions (net shares are net of tax withholding).
• Chris Bedi , our Chief Digital Information Officer , adopted a trading plan on February 29, 2024 . The plan, which expires May 20, 2025, provides for the sale of (i) 4,000 shares of our common stock, (ii) 33.34% of the (net) shares resulting from the vesting of 8,766 additional (gross) shares of our common stock during the plan period and (iii) 66.68% of the (net) shares resulting from the vesting of 8,781 additional (gross) shares of our common stock during the plan period, subject to adjustment based on the achievement of performance conditions (net shares are net of tax withholding).
• Kevin McBride , our Chief Accounting Officer , adopted a trading plan on February 29, 2024 . The plan, which expires February 14, 2025, provides for the sale of 400 shares of our common stock.
• Russell Elmer , our General Counsel , terminated his trading plan on February 20, 2024 , effective immediately. The trading plan previously permitted the sale of 100% of the (net) shares resulting from the vesting of 11,944 additional (gross) shares of our common stock during the plan period (net shares are net of tax withholding).
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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
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
** 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.
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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: May 6, 2024 By: /s/ William R. McDermott
William R. McDermott
Chief Executive Officer
(Principal Executive Officer)
Date: May 6, 2024 By: /s/ Gina Mastantuono
Gina Mastantuono
Chief Financial Officer
(Principal Financial Officer)
Date: May 6, 2024 By: /s/ Kevin McBride
Kevin McBride
Chief Accounting Officer
(Principal Accounting Officer)
35
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.