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* Meritech Management Associates II L.L.C. (Last) (First) (Middle) 245 LYTTON AVENUE, SUITE 125 (Street) PALO ALTO CA 94301 (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) 09/16/2013
	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	09/16/2013		J(1)		1,153,022	D	$0	1,153,022	I	See Footnote(4)
Common Stock	09/16/2013		J(2)		29,669	D	$0	29,668	I	See Footnote(5)
Common Stock	09/16/2013		J(3)		8,817	D	$0	8,817	I	See Footnote(6)
Common Stock	09/16/2013		J(7)		230,606	A	$0	230,606	I	See Footnote(8)
Common Stock	09/16/2013		J(9)		230,606	D	$0	0	I	See Footnote(8)
Common Stock	09/16/2013		J(14)		43,816	A	$0	43,816	I	See Footnote(16)
Common Stock	09/16/2013		J(15)		43,816	D	$0	0	I	See Footnote(16)
Common Stock	09/16/2013		J(10)		13,183	A	$0	13,183	I	See Footnote(12)
Common Stock	09/16/2013		J(11)		13,183	A	$0	13,183	I	See Footnote(13)

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

1. Name and Address of Reporting Person* Meritech Management Associates II L.L.C. (Last) (First) (Middle) 245 LYTTON AVENUE, SUITE 125 (Street) PALO ALTO CA 94301 (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* Meritech Capital Associates II L.L.C. (Last) (First) (Middle) 245 LYTTON AVENUE, SUITE 125 (Street) PALO ALTO CA 94301 (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* MERITECH CAPITAL PARTNERS II LP (Last) (First) (Middle) 245 LYTTON AVENUE, SUITE 125 (Street) PALO ALTO CA 94301 (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* MCP ENTREPRENEUR PARTNERS II LP (Last) (First) (Middle) 245 LYTTON AVENUE, SUITE 125 SUITE 200 (Street) PALO ALTO CA 94301 (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* MADERA PAUL S (Last) (First) (Middle) 245 LYTTON AVENUE, SUITE 125 (Street) PALO ALTO CA 94301 (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* GORDON MICHAEL B (Last) (First) (Middle) 245 LYTTON AVENUE, SUITE 125 (Street) PALO ALTO CA 94301 (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* MERITECH CAPITAL AFFILIATES II LP (Last) (First) (Middle) 245 LYTTON AVENUE, SUITE 125 (Street) PALO ALTO CA 94301 (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. Meritech Capital Partners II L.P. ("MCP II LP") made pro-rata distributions for no additional consideration of 1,153,022 shares of Common Stock of the Issuer to its partners on September 16, 2013.

2. Meritech Capital Affiliates II L.P. ("MCA II LP") made pro-rata distributions for no additional consideration of 29,669 shares of Common Stock of the Issuer to its partners on September 16, 2013.

3. MCP Entrepreneur Partners II L.P. ("MCP ENT II LP") made pro-rata distributions for no additional consideration of 8,817 shares of Common Stock of the Issuer to its partners on September 16, 2013.

4. The reported securities are held of record by MCP II LP. Meritech Capital Associates II L.L.C. ("MCA II LLC"), the general partner of MCP II LP, has sole voting and dispositive power with respect to the securities held by MCP II LP. The managing member of MCA II LLC is Meritech Management Associates II L.L.C. ("MMA II LLC"). Paul S. Madera and Michael B. Gordon, the managing members of MMA II LLC, share voting and dispositive power with respect to the shares held by MCP II LP. Such persons and entities disclaim beneficial ownership of the securities held by MCP II LP except to the extent of any pecuniary interest therein.

5. The reported securities are held of record by MCA II LP. MCA II LLC, the general partner of MCA II LP, has sole voting and dispositive power with respect to the securities held by MCA II LP. The managing member of MCA II LLC is MMA II LLC. Paul S. Madera and Michael B. Gordon, the managing members of MMA II LLC, share voting and dispositive power with respect to the shares held by MCA II LP. Such persons and entities disclaim beneficial ownership of the securities held by MCA II LP except to the extent of any pecuniary interest therein.

6. The reported securities are held of record by MCP ENT II LP. MCA II LLC, the general partner of MCP ENT II LP, has sole voting and dispositive power with respect to the securities held by MCP ENT II LP. The managing member of MCA II LLC is MMA II LLC. Paul S. Madera and Michael B. Gordon, the managing members of MMA II LLC, share voting and dispositive power with respect to the shares held by MCP ENT II LP. Such persons and entities disclaim beneficial ownership of the securities held by MCP ENT II LP except to the extent of any pecuniary interest therein.

7. Shares of Common Stock of the Issuer acquired by MCA II LLC in connection with the pro rata distributions of such shares for no consideration by MCP II LP, MCA II LP and MCP ENT II LP to their respective partners on September 16, 2013.

8. The reported securities are held of record by MCA II LLC. The managing member of MCA II LLC is MMA II LLC. Paul S. Madera and Michael B. Gordon, the managing members of MMA II LLC, share voting and dispositive power with respect to the shares held by MCA II LLC. Such persons and entities disclaim beneficial ownership of the securities held by MCA II LLC except to the extent of any pecuniary interest therein.

9. MCA II LLC made pro-rata distributions for no additional consideration of 230,606 shares of Common Stock of the Issuer to its partners on September 16, 2013.

10. Shares of Common Stock of the Issuer acquired by Paul S. Madera in connection with the pro rata distributions of such shares by MMA II LLC for no additional consideration on September 16, 2013.

11. Shares of Common Stock of the Issuer acquired by Michael B. Gordon in connection with the pro rata distributions of such shares by MMA II LLC for no additional consideration on September 16, 2013.

12. Shares of Common Stock of the Issuer directly held by Paul S. Madera.

13. Shares of Common Stock of the Issuer directly held by Michael B. Gordon.

14. Shares of Common Stock of the Issuer acquired by MMA II LLC in connection with the pro rata distributions of such shares for no consideration by MCA II LLC to its members on September 16, 2013.

15. MMA II LLC made pro-rata distributions for no additional consideration of 43,816 shares of Common Stock of the Issuer to its members on September 16, 2013.

16. The reported securities are held of record by MMA II LLC. Paul S. Madera and Michael B. Gordon, the managing members of MMA II LLC, share voting and dispositive power with respect to the shares held by MMA II LLC. Such persons and entities disclaim beneficial ownership of the securities held by MMA II LLC except to the extent of any pecuniary interest therein.

	/s/ Joel Backman, by power of attorney for Meritech Management Associates II L.L.C.	09/18/2013
	/s/ Joel Backman, by power of attorney for Meritech Management Associates II L.L.C., the managing member of Meritech Capital Associates II L.L.C.	09/18/2013
	/s/ Joel Backman, by power of attorney for Meritech Management Associates II L.L.C., the managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Partners II L.P.	09/18/2013
	/s/ Joel Backman, by power of attorney for Meritech Management Associates II L.L.C., the managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Affiliates II L.P.	09/18/2013
	/s/ Joel Backman, by power of attorney for Meritech Management Associates II L.L.C., the managing member of Meritech Capital Associates II L.L.C., the general partner of MCP Entrepreneur Partners II L.P.	09/18/2013
	/s/ Joel Backman, by power of attorney for Paul S. Madera	09/18/2013
	/s/ Joel Backman, by power of attorney for Michael B. Gordon	09/18/2013
	** 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).
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