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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MODEL N, INC. [ MODN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/25/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/25/2013 | C | 1,167,754 | A | (1) | 1,167,754 | I | By Accel VIII L.P.(3) | ||
Common Stock | 03/25/2013 | C | 310,001(2) | A | (2) | 1,477,755 | I | By Accel VIII L.P.(3) | ||
Common Stock | 03/25/2013 | C | 208,548(1) | A | (1) | 208,548 | I | By Accel Internet Fund IV L.P.(4) | ||
Common Stock | 03/25/2013 | C | 55,362(2) | A | (2) | 263,910 | I | By Accel Internet Fund IV L.P.(4) | ||
Common Stock | 03/25/2013 | C | 99,624(1) | A | (1) | 99,624 | I | By Accel Investors 2000 L.L.C.(5) | ||
Common Stock | 03/25/2013 | C | 26,447(2) | A | (2) | 126,071 | I | By Accel Investors 2000 L.L.C.(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series B Preferred Stock | (1) | 03/25/2013 | C | 2,938,744 | (1) | (6) | Common Stock | 1,167,754(1) | $0 | 0 | I | By Accel VIII L.P.(3) | |||
Series C Preferred Stock | (2) | 03/25/2013 | C | 930,004 | (2) | (6) | Common Stock | 310,001(2) | $0 | 0 | I | By Accel VIII L.P.(3) | |||
Series B Preferred Stock | (1) | 03/25/2013 | C | 524,828 | (1) | (6) | Common Stock | 208,548(1) | $0 | 0 | I | By Accel Internet Fund IV L.P.(4) | |||
Series C Preferred Stock | (2) | 03/25/2013 | C | 166,088 | (2) | (6) | Common Stock | 55,362(2) | $0 | 0 | I | By Accel Internet Fund IV L.P.(4) | |||
Series B Preferred Stock | (1) | 03/25/2013 | C | 250,714 | (1) | (6) | Common Stock | 99,624(1) | $0 | 0 | I | By Accel Investors 2000 L.L.C.(5) | |||
Series C Preferred Stock | (2) | 03/25/2013 | C | 79,341 | (2) | (6) | Common Stock | 26,447(2) | $0 | 0 | I | By Accel Investors 2000 L.L.C.(5) |
Explanation of Responses: |
1. In connection with the closing of the Issuer's initial public offering of Common Stock on March 25, 2013, each share of Series B Preferred Stock automatically converted into 0.397365 shares of the Issuer's Common Stock for no additional consideration, reflecting an adjustment following the 1-for-3 reverse stock split effected by the Issuer on February 26, 2013. All shares of Common Stock (including fractions thereof) issued upon conversion were aggregated. No fractional share was issued upon the conversion of any share or shares of any series of Preferred Stock. |
2. In connection with the closing of the Issuer's initial public offering of Common Stock on March 25, 2013, each share of Series C Preferred Stock automatically converted into one-third shares of the Issuer's Common Stock for no additional consideration, reflecting an adjustment following the 1-for-3 reverse stock split effected by the Issuer on February 26, 2013. All shares of Common Stock (including fractions thereof) issued upon conversion were aggregated. No fractional share was issued upon the conversion of any share or shares of any series of Preferred Stock. |
3. The Reporting Person is a Managing Member of Accel VIII Associates L.L.C. ("A8A"), which is the General Partner of Accel VIII L.P. ("Accel VIII"), and may be deemed to share voting and investment power over the securities held by Accel VIII. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
4. The Reporting Person is a Managing Member of A8A, which is the General Partner of Accel Internet Fund IV L.P. ("AIF IV"), and may be deemed to share voting and investment power over the securities held by AIF IV. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
5. The Reporting Person is a Managing Member of Accel Investors 2000 L.L.C ("Accel 2000"), and may be deemed to share voting and investment power over the securities held by Accel 2000. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
6. None. |
Remarks: |
/s/ Tracy L. Sedlock as attorney-in-fact for James W. Breyer | 03/25/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |