SecProbe.io

June 4 , 2012

Via E -mail
Frank Slootman, President and CEO
ServiceNow, Inc.
12225 El Camino Real, Suite 100
San Diego, CA  92130

Re: ServiceNow, Inc.
Amendment No. 2  to Registration Statement on Form S -1
Filed on May 24, 2012
File No. 333 -180486

Dear Mr. Slootman :

We have reviewed your amended registration statement and have the following
comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Stock -Based Compensation

Common Stock Valuations , page 6 6
1. With regard to your May 7, 2012 valuation , you indicate that “the increase in [y]our
common stock valuation between March 2012 and April 2012 can be attributed primarily
to [y]our conti nued strong financial performance, [y]our progress made toward a
potential IPO, and an increase in the probability of an IPO relative to other exit
alternatives. ”  Please clarify whether the sentence noted above should be referring to the
increase in your common stock valuation between April 9, 2012 and May 7, 2012  and
revise as necessary .
2. We note your response to prior comment 19 in our letter dated April 26, 2012 regarding
the increase in the fair value of your common stock from May 7, 2012 to the midpoi nt of
your preliminary price range , as well as your proposed disclosures.  Please quantify for us
the relative significance of each of the factors you identified as contributing to the
increase.  Please also address the following:

 You indicate that the pr eliminary price range assumes that an IPO has occurred and
therefore excludes any marketability or illiquidity discount whereas the fair value of
your common stock on May  7, 2012 reflected a risk -adjusted discount rate of 28.1%
and a non -marketability disc ount of 4%.  Please clarify whether you removed or

Frank Slootman
ServiceNow, Inc.
June 4, 2012
Page 2

 lowered the risk -adjusted discount rate from 28.1% and your basis for doing so as
well as the impact this had on the fair value of your common stock ;

 You indicate that there were differences in the mix and projected time periods utilized
by the underwriters in their comparable company analysis compared to the metrics
utilized in your valuations. Your further indicate that the underwriters “applied
various current financial metrics to their projections of  the Company’s financial
results and the financial results of comparable companies for 2013 ” without
quantifying the weighting applied as you did with the previous  valuation approach.
Please explain the differences in the two approaches in greater detail and include  the
weightings applied to the methods used by the underwriters;

 Please  clarify whether the companies you provided that recently completed initial
public offerings are considered comparable companies based on the criteria disclosed
on page 67.  If you believe these companies are comparable companies, please
explain why these companies were not included in prior valuations. Additionally,
please tell us how you weighted the companies that recently completed initial public
offerings and the compani es that have pending initial public offerings in your
valuation ;

 Please clarify the “various objective and subjective factors in the previous fair value
determination” the board of directors considered that were not applicable to the
preliminary price ran ge; and

 Please explain how the purchase of 77,498  shares from former employees in April
and May was a significant factor contributing to the increase in the value of your
stock .

You may contact David Edgar, Staff Accountant, at (202) 551 -3459 or Patrick Gilmore,
Accounting Branch Chief, at (202) 551 -3406 if you have any questions regarding comments on
the financial statements and related matters.  Please address questions regarding all other
comments to Matthew Crispino, Staff Attorney, at (202) 551 -3456 or, in his absence, to me at
(202) 551 -3730.

        Sincerely,

        /s/ Barbara C. Jacobs

        Barbara C. Jacobs
        Assistant Director

cc: Via E-mail
 Robert A. Freedman, Esq.
 Fenwick & West LLP