SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Anderson, Mark, Albert

(Last) (First) (Middle)
C/O MODEL N, INC.
777 MARINERS ISLAND BOULEVARD, SUITE 300

(Street)
SAN MATEO CA 94404

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MODEL N, INC. [ MODN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Services Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/15/2021 A 23,833(1) A $0 167,210 D
Common Stock 11/15/2021 A 15,889(2) A $0 183,099 D
Common Stock 11/15/2021 A 12,222(3) A $0 195,321 D
Common Stock 11/15/2021 A 3,420(4) A $0 198,741 D
Common Stock 11/16/2021 S 260(5) D $32.37 198,481 D
Common Stock 11/16/2021 S 447(5) D $32.37 198,034 D
Common Stock 11/16/2021 S 257(5) D $32.37 197,777 D
Common Stock 11/16/2021 S 463(5) D $32.37 197,314 D
Common Stock 11/16/2021 S 172(5) D $32.37 197,142(6) D
Common Stock 11/16/2021 S 412(5) D $32.37 196,730 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Issuable upon the vesting of Restricted Stock Units ("RSUs"). 6.25% of the RSUs will vest on each quarterly anniversary of the vesting commencement date until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
2. Issuable upon vesting and satisfaction of certain performance criteria of Performance-Based Restricted Stock Units ("PB-RSUs"). Subject to the achievement of certain minimum performance criteria based upon total stockholder return, between a minimum of 0% and a maximum of 200%, the PB-RSUs will vest as to 50% on each of the second and third annual anniversary of the vesting commencement date until such time as the PB-RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting if the performance criteria have been met.
3. Issuable upon the vesting of Restricted Stock Units ("RSUs"). 50% of the RSUs will vest on each of the second and third annual anniversary of the vesting commencement date until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
4. Issuable upon the vesting of Restricted Stock Units ("RSUs"). 100% of the RSUs vested on November 15, 2021. Shares of the Issuer's common stock were delivered to the Reporting Person upon vesting.
5. All shares reported as disposed of in this transaction were sold by the Reporting Person in order to pay the federal and state tax withholding obligations resulting from the vesting of the Reporting Person's Restricted Stock Units ("RSUs") and/or performance-based RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported in this transaction for any reason other than to cover required taxes.
6. Reflects a decrease of 204 shares of unvested Performance-Based RSUs ("PB-RSUs") that were cancelled due to the achievement of 64.9% of certain performance criteria related to PB-RSUs granted to the Reporting Person on November 22, 2019.
Remarks:
/s/Mark Anderson by Errol Hunter, Attorney-in-Fact 11/17/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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