SC 13G

Broker or dealer registered under Section 15 of the Act.

Bank as defined in Section 3(a)(6) of the Act.

Insurance company as defined in Section 3(a)(19) of the Act.

0001193125-15-049432.txt : 20150213 0001193125-15-049432.hdr.sgml : 20150213 20150213142458 ACCESSION NUMBER: 0001193125-15-049432 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: ORLI RINAT GROUP MEMBERS: RINAT FAMILY 2006 TRUST DATED DECEMBER 13, 2006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MODEL N, INC. CENTRAL INDEX KEY: 0001118417 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770528806 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87606 FILM NUMBER: 15612769 BUSINESS ADDRESS: STREET 1: 1600 SEAPORT BOULEVARD STREET 2: SUITE 400 CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: (650) 610-4600 MAIL ADDRESS: STREET 1: 1600 SEAPORT BOULEVARD STREET 2: SUITE 400 CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: MODEL T1 INC DATE OF NAME CHANGE: 20001031 FORMER COMPANY: FORMER CONFORMED NAME: MODEL N INC DATE OF NAME CHANGE: 20000707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rinat Zack CENTRAL INDEX KEY: 0001571039 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O MODEL N, INC. STREET 2: 1800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 SC 13G 1 d873970dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Model N, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

607525 102

(CUSIP Number)

N/A

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G


CUSIP No. 607525 102


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Zack Rinat
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	Sole Voting Power 1,030,001 (See Item 4(a) below)
		6.	Shared Voting Power 4,068,729 (See Item 4(a) below)
		7.	Sole Dispositive Power 1,030,001 (See Item 4(a) below)
		8.	Shared Dispositive Power 4,068,729 (See Item 4(a) below)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,098,730 (See Item 4(a) below)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 19.9% (Based on 25,648,661 shares of common stock outstanding as of January 30, 2015, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on February 12, 2015 and assumes that the 133,333 performance-based restricted stock units vests at 100%)
12.	Type of Reporting Person (See Instructions) IN

SCHEDULE 13G


CUSIP No. 607525 102


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Orli Rinat
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	Sole Voting Power 0
		6.	Shared Voting Power 4,068,729 (See Item 4(a) below)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 4,068,729 (See Item 4(a) below)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,068,729 (See Item 4(a) below)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 15.9% (Based on 25,648,661 shares of common stock outstanding as of January 30, 2015, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on February 12, 2015.)
12.	Type of Reporting Person (See Instructions) IN

SCHEDULE 13G


CUSIP No. 607525 102


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rinat Family 2006 Trust Dated December 13, 2006
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	Sole Voting Power 0
		6.	Shared Voting Power 1,666,666 (See Item 4(a) below)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,666,666 (See Item 4(a) below)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,666,666 (See Item 4(a) below)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 6.5% (Based on 25,648,661 shares of common stock outstanding as of January 30, 2015, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on February 12, 2015.)
12.	Type of Reporting Person (See Instructions) OO

SCHEDULE 13G

CUSIP No. 607525 102

Item 1 (a)

Name of Issuer:

Model N, Inc.

Item 1 (b)

Address of Issuer’s Principal Executive Offices:

1600 Seaport Boulevard, Suite 400

Redwood City, CA 94063

Item 2 (a)

Name of Person Filing:

(i)

Zack Rinat

(ii)

Orli Rinat

(iii)

Rinat Family 2006 Trust Dated December 13, 2006

The foregoing persons hereinafter sometimes collectively are referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons’ agreement in writing to file this statement on behalf of each of them is attached as Exhibit 99.1 hereto.

Item 2 (b)

Address of Principal Business Office or, if none, Residence:

(i)

c/o Model N, Inc., 1600 Seaport Boulevard, Suite 400, Redwood City, CA 94063

(ii)

c/o Model N, Inc., 1600 Seaport Boulevard, Suite 400, Redwood City, CA 94063

(iii)

c/o Model N, Inc., 1600 Seaport Boulevard, Suite 400, Redwood City, CA 94063

Item 2 (c)

Citizenship:

(i)

Israel

(ii)

Israel

(iii)

United States

Item 2 (d)

Title of Class of Securities:

Common Stock, $0.00015 par value per share

Item 2 (e)

CUSIP Number:

607525 102

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:



(d)	¨	Investment company registered under Section 8 of the Investment Company Act.

(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1) (ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company, in accordance with Rule 13d-1(b)(ii)(G);

(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

	¨	If this statement is filed pursuant to Rule 13d-1(c), check this box.

SCHEDULE 13G

CUSIP No. 607525 102

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

(a)

Amount beneficially owned:

Consists of:

(i)

24,002 shares held by GADD, Inc.;

(ii)

139,334 shares held by Mr. Rinat;

(iii)

133,333 performance-based restricted stock units held by Mr. Rinat;

(iv)

66,666 restricted stock units held by Mr. Rinat;

(v)

666,666 shares held of record by Mr. Rinat;

(vi)

996,110 shares held of record by Mr. Rinat and Orli Rinat as community property;

(vii)

666,666 shares held of record by Mr. Rinat, Orli Rinat and Glen Kohl, trustees of Danielle Rinat Family Heritage Trust Dated December 12, 2005;

(viii)

666,666 shares held of record by Mr. Rinat, Orli Rinat and Glen Kohl, trustees of Gahl Rinat Family Heritage Trust Dated December 12, 2005;

(ix)

36,310 shares held of record by Gahl Rinat Trust;

(x)

36,311 shares held of record by Danielle Rinat Trust; and

(xi)

1,666,666 shares held of record by Mr. Rinat and Orli Rinat, trustees of the Rinat Family 2006 Trust Dated December 13, 2006.

Mr. Rinat is the sole director and the Chief Executive Officer of GADD, Inc. (“GADD”). Mr. Rinat and Orli Rinat are trustees of the Rinat Family 2006 Trust Dated December 13, 2006 (the “Trust”). The Trust is the sole shareholder of GADD. Mr. Rinat and Orli Rinat are trustees of each of the foregoing trusts. The trustees of each of the foregoing trusts share voting and investment power with respect to the shares held by each respective trust.

(b)

Percent of Class:

19.9% (Based on 25,648,661 shares of common stock outstanding as of January 330, 2015, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on February 12, 2015.)

(c)

Number of shares as to which such person has:


(i)	Sole power to vote or to direct the vote:	(i) 1,030,001

		(ii) 0

		(iii) 0

(ii)	Shared power to vote or direct the vote:	(i) 4,068,729

		(ii) 4,068,729

		(iii) 1,666,666



(iii)	Sole power to dispose or to direct the disposition of:	(i) 1,030,001

		(ii) 0

		(iii) 0

(iv)	Shared power to dispose or to direct the disposition of:	(i) 4,068,729

		(ii) 4,068,729

		(iii) 1,666,666

Item 5.

Ownership of Five Percent or Less of a Class.

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certification.

N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2015

/s/ Zack Rinat

ZACK RINAT

/s/ Orli Rinat

ORLI RINAT

Rinat Family 2006 Trust Dated December 13, 2006

By: ZACK RINAT

/s/ Zack Rinat

Trustee

EXHIBIT INDEX


Exhibit		Title

99.1		Joint Filing Agreement dated February 13, 2015 among the Reporting Persons

EX-99.1 2 d873970dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13G (including amendments thereto) with respect to the common stock par value $0.00015 per share of Model N, Inc., a Delaware corporation, and that this agreement be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: February 13, 2015

/s/ Zack Rinat

ZACK RINAT

/s/ Orli Rinat

ORLI RINAT

Rinat Family 2006 Trust Dated December 13, 2006

By: ZACK RINAT

/s/ Zack Rinat

Trustee