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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* ACCEL-KKR INTERNET CO LLC (Last) (First) (Middle) C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 (Street) MENLO PARK CA 94025 (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 X 10% Owner Officer (give title below) Other (specify below)
	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) Form filed by One Reporting Person X 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	03/25/2013		C		1,475,926	A	(1)	1,475,926	I	See Footnotes(3)(4)
Common Stock	03/25/2013		C		391,811	A	(2)	1,867,737	I	See Footnotes(3)(4)
Common Stock	03/25/2013		S		740,000	D	$14.415	1,127,737	I	See Footnotes(3)(4)

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
Series B Preferred Stock	(1)	03/25/2013		C			3,714,284	(1)	(5)	Common Stock	1,475,926	$0	0	I	See Footnotes(3)(4)
Series C Preferred Stock	(2)	03/25/2013		C			1,175,433	(2)	(5)	Common Stock	391,811	$0	0	I	See Footnotes(3)(4)

1. Name and Address of Reporting Person* ACCEL-KKR INTERNET CO LLC (Last) (First) (Middle) C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AKKR MANAGEMENT COMPANY, LLC (Last) (First) (Middle) C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Barnds Thomas (Last) (First) (Middle) C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Palumbo Robert (Last) (First) (Middle) C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Accel-KKR Company LLC is the record owner of the common stock of Model N, Inc. (the "Issuer"). In connection with 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 one-for-three reverse stock split effectuated 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 conversion of any shares of any series of preferred stock.

2. Accel-KKR Company LLC is the record owner of the common stock of the Issuer. In connection with 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 one-for-three reverse stock split effectuated 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 conversion of any shares of any series of preferred stock.

3. Accel-KKR Internet Company LLC is the managing member of Accel-KKR Company LLC and AKKR Management Company, LLC is the manager of Accel-KKR Internet Company LLC. The managing members of AKKR Management Company, LLC are Thomas C. Barnds and Robert A. Palumbo. Each of Accel-KKR Internet Company LLC, AKKR Management Company, LLC, Mr. Barnds and Mr. Palumbo may be deemed to share voting and dispositive power with respect to the shares held of record by Accel-KKR Company LLC. Each reporting person disclaims beneficial ownership of such securities except to the extent of such person's pecuniary interest therein.

4. The record owner of the reported securities has separately filed a Form 4.

5. None.

Remarks:

	Accel-KKR Internet Company LLC, by AKKR Management Company, LLC, its Managing Member, by /s/ Thomas C. Barnds, its Managing Member	03/25/2013
	AKKR Management Company, LLC, by /s/ Thomas C. Barnds, its Manager Member	03/25/2013
	/s/ Thomas C. Barnds	03/25/2013
	/s/ Robert A. Palumbo	03/25/2013
	** Signature of Reporting Person	Date
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