X0306 4 2015-11-15 0 0001118417 MODEL N, INC. MODN 0001264475 LARSEN CHRISTOPHER C/O MODEL N, INC. 1600 SEAPORT BOULEVARD, SUITE 400 REDWOOD CITY CA 94063 0 1 0 0 SVP and Chief Customer Officer Common Stock 2015-11-15 4 M 0 26539 0.00 A 95023 D Common Stock 2015-11-17 4 S 0 8506 10.43 D 86517 D Restricted Stock Units 2015-11-15 4 M 0 26539 0.00 D Common Stock 26539 53078 D Vesting of restricted stock units ("RSUs") granted to the Reporting Person on November 25, 2013. All of the shares reported as disposed of in this Form 4 were sold by the Reporting Person in order to pay the federal and state tax withholding obligations resulting for the vesting of the Reporting Person's RSUs. The Reporting Person did not sell or otherwise dispose of any shares reported in this Form 4 for any reason other than to cover required taxes. Each RSU represents a contingent right to receive one share of the Issuer's common stock. 25% of the RSUs granted to the Reporting Person on November 25, 2013 vest on each of November 15, 2014, November 15, 2015, November 15, 2016 and November 15, 2017, subject to the Reporting Person's continuing service with the company through the applicable vesting dates. /s/ Christopher Larsen by Errol Hunter, Attorney-in-Fact 2015-11-17