Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended September 30, 2024, the following directors and Section 16 officers adopted or terminated trading plans intended to satisfy the affirmative defense of Rule 10b5-1(c):
• Russell Elmer , our General Counsel , adopted a trading plan on August 13, 2024 . The plan, which expires May 20, 2025 , provides for the sale of 2,511 shares of our common stock during the plan period. The plan also provides for the sale of up to 100% of the net vested shares resulting from the vesting of 9,149 restricted stock units and performance stock units during the plan period and subject to certain vesting conditions. Net vested shares are net of tax withholding.
• Paul Smith , our Chief Commercial Officer , adopted a trading plan on August 13, 2024 . The plan, which expires May 20, 2025 , provides for the sale of 1,153 shares of our common stock during the plan period. The plan also provides for the sale of (i) up to 50% of the net vested shares resulting from the vesting of 10,757 restricted stock units and performance stock units, (ii) up to 15% of the gross vested shares resulting from the vesting of 1,019 restricted stock units and (iii) up to 100% of the net vested shares resulting from the vesting of 7,902 restricted stock units and performance stock units, in each case, during the plan period and subject to certain vesting conditions. Net vested shares are net of tax withholding.
• William R. McDermott , our Chief Executive Officer , adopted a trading plan on August 19, 2024 . The plan, which expires August 7, 2025 , provides for the sale of up to 21,972 shares of our common stock during the plan period. The plan also provides for the sale of up to 100% of the net vested shares resulting from the vesting of 15,892 restricted stock units and performance stock units during the plan period and subject to certain vesting conditions. Net vested shares are net of tax withholding.
• Anita Sands , a member of our board of directors , adopted a trading plan on August 26, 2024 . The plan, which expires May 30, 2025 , provides for the sale of (i) 2,229 shares of our common stock, (ii) up to 50% of the net vested shares from the vesting of 428 restricted stock units and (iii) up to 100% of the net vested shares resulting from the vesting of 214 restricted stock units, in each case, during the plan period and subject to certain vesting conditions.
• Paul Chamberlain , a member of our board of directors , adopted a trading plan on August 30, 2024 . The plan, which expires August 30, 2025 , provides for the sale of (i) 900 shares of our common stock and (ii) 100% of the net vested shares resulting from the vesting of 300 restricted stock units during the plan period and subject to certain vesting conditions.
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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
10.1*
Mutual Separation and Release Agreement dated July 24, 2024, between the Company and Chirantan J. ("CJ") Desai
8-K 001-35580 10.1 7/24/2024
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.
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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: October 23, 2024 By: /s/ William R. McDermott
William R. McDermott
Chief Executive Officer
(Principal Executive Officer)
Date: October 23, 2024 By: /s/ Gina Mastantuono
Gina Mastantuono
Chief Financial Officer
(Principal Financial Officer)
Date: October 23, 2024 By: /s/ Kevin McBride
Kevin McBride
Chief Accounting Officer
(Principal Accounting Officer)
37
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.