0001140361-13-013859.txt : 20130325 0001140361-13-013859.hdr.sgml : 20130325 20130325161300 ACCESSION NUMBER: 0001140361-13-013859 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130325 FILED AS OF DATE: 20130325 DATE AS OF CHANGE: 20130325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barnds Thomas CENTRAL INDEX KEY: 0001474980 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35840 FILM NUMBER: 13714253 MAIL ADDRESS: STREET 1: C/O ACCEL-KKR CAPITAL PARTNERS III, LP STREET 2: 2500 SAND HILL ROAD, SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palumbo Robert CENTRAL INDEX KEY: 0001475179 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35840 FILM NUMBER: 13714252 MAIL ADDRESS: STREET 1: C/O ACCEL-KKR CAPITAL PARTNERS III, LP STREET 2: 2500 SAND HILLS ROAD, STE. 300 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: (650) 610-4600 MAIL ADDRESS: STREET 1: 1800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AKKR MANAGEMENT COMPANY, LLC CENTRAL INDEX KEY: 0001474979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35840 FILM NUMBER: 13714254 BUSINESS ADDRESS: STREET 1: 2500 SAND HILL ROAD STREET 2: SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-289-2460 MAIL ADDRESS: STREET 1: 2500 SAND HILL ROAD STREET 2: SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACCEL-KKR INTERNET CO LLC CENTRAL INDEX KEY: 0001572373 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35840 FILM NUMBER: 13714255 BUSINESS ADDRESS: STREET 1: 2500 SAND HILL ROAD, SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 289-2460 MAIL ADDRESS: STREET 1: 2500 SAND HILL ROAD, SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc1.xml FORM 4 X0306 4 2013-03-25 1 0001118417 MODEL N, INC. MODN 0001572373 ACCEL-KKR INTERNET CO LLC C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 MENLO PARK CA 94025 0 0 1 0 0001474979 AKKR MANAGEMENT COMPANY, LLC C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 MENLO PARK CA 94025 0 0 1 0 0001474980 Barnds Thomas C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 MENLO PARK CA 94025 0 0 1 0 0001475179 Palumbo Robert C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 MENLO PARK CA 94025 0 0 1 0 Common Stock 2013-03-25 4 C 0 1475926 A 1475926 I See Footnotes Common Stock 2013-03-25 4 C 0 391811 A 1867737 I See Footnotes Common Stock 2013-03-25 4 S 0 740000 14.415 D 1127737 I See Footnotes Series B Preferred Stock 2013-03-25 4 C 0 3714284 0 D Common Stock 1475926 0 I See Footnotes Series C Preferred Stock 2013-03-25 4 C 0 1175433 0 D Common Stock 391811 0 I See Footnotes 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. 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. 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. The record owner of the reported securities has separately filed a Form 4. None. Accel-KKR Internet Company LLC, by AKKR Management Company, LLC, its Managing Member, by /s/ Thomas C. Barnds, its Managing Member 2013-03-25 AKKR Management Company, LLC, by /s/ Thomas C. Barnds, its Manager Member 2013-03-25 /s/ Thomas C. Barnds 2013-03-25 /s/ Robert A. Palumbo 2013-03-25