SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Meritech Management Associates II L.L.C. (Last) (First) (Middle) 245 LYTTON AVENUE SUITE 350 (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/19/2013	3. Issuer Name and Ticker or Trading Symbol MODEL N, INC. [ MODN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Common Stock	2,306,044(1)	(1)	I	By Meritech Capital Partners II L.P.(2)
Series C Preferred Stock	(1)	(1)	Common Stock	59,337(1)	(1)	I	By Meritech Capital Affiliates II L.P.(3)
Series C Preferred Stock	(1)	(1)	Common Stock	17,634(1)	(1)	I	By MCP Entrepreneur Partners II L.P.(4)

1. Name and Address of Reporting Person* Meritech Management Associates II L.L.C. (Last) (First) (Middle) 245 LYTTON AVENUE SUITE 350 (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 350 (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 350 (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 350 (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 350 (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 350 (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 350 (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. Each share of Series C Preferred Stock will automatically convert into one-third shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following the 1-for-3 reverse stock split effected by the Issuer on February 26, 2013.

2. Shares held directly by Meritech Capital Partners II L.P. ("MCP II"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP II, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by MCP II. Such persons and entities disclaim beneficial ownership of shares held by MCP II except to the extent of any pecuniary interest therein.

3. Shares held directly by Meritech Capital Affiliates II L.P. "(MCA II"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCA II, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by MCA II. Such persons and entities disclaim beneficial ownership of shares held by MCA II except to the extent of any pecuniary interest therein.

4. Shares held directly by MCP Entrepreneur Partners II L.P. ("Entrepreneur"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Entrepreneur, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by Entrepreneur. Such persons and entities disclaim beneficial ownership of shares held by Entrepreneur except to the extent of any pecuniary interest therein.

Remarks:

	/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C	03/19/2013
	/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C.	03/19/2013
	/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Partners II L.P.	03/19/2013
	/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Affiliates II L.P	03/19/2013
	/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP Entrepreneur Partners II L.P.	03/19/2013
	/s/ Paul S. Madera	03/19/2013
	/s/ Michael B. Gordon	03/19/2013
	** Signature of Reporting Person	Date
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