Model N, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.00015 per share
|
(Title of Class of Securities)
|
607525102
|
(CUSIP Number)
|
February 12, 2020
|
(Date of Event Which Requires Filing of this Statement)
|
☐ |
Rule 13d-1(b)
|
☒ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
Schedule 13G
|
||
CUSIP No. 607525102
|
Page 2 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Joshua Schwartz
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
56,093 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
56,093 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
56,093
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 1%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
Schedule 13G
|
||
CUSIP No. 607525102
|
Page 3 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
JL Nominees Pty Ltd in its capacity as trustee for Justin Liberman Family Trust
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
State of Victoria, Australia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
396,652
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
396,652
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
396,652
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.2%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
Schedule 13G
|
||
CUSIP No. 607525102
|
Page 4 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Justin Liberman
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Australia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
396,652
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
396,652
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
396,652
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.2%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
Schedule 13G
|
||
CUSIP No. 607525102
|
Page 5 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
LL Nominees Pty Ltd in its capacity as trustee for Laini Liberman Family Trust
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
State of Victoria, Australia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
571,021
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
571,021
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
571,021
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.7%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
Schedule 13G
|
||
CUSIP No. 607525102
|
Page 6 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Laini Liberman
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Australia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
571,021
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
571,021
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
571,021
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.7%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
Schedule 13G
|
||
CUSIP No. 607525102
|
Page 7 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
NL Nominees Pty Ltd in its capacity as trustee for Nic Liberman Family Trust
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
State of Victoria, Australia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,437,053
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,437,053
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,437,053
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.3%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
Schedule 13G
|
||
CUSIP No. 607525102
|
Page 8 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Nic Liberman
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Australia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,437,053
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,437,053
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,437,053
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.3% |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
Schedule 13G
|
||
CUSIP No. 607525102
|
Page 9 of 12 Pages
|
Item 1(a). |
Name of Issuer:
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
Item 2(a). |
Name of Persons Filing:
|
(i) |
Joshua Schwartz, a United States citizen; Justin Liberman, an Australia citizen; Laini Liberman, an Australia citizen; Nic Liberman, an Australia citizen
|
(ii) |
JL Nominees Pty Ltd in its capacity as trustee for Justin Liberman Family Trust, a State of Victoria, Australia proprietary company (“JL Nominees”); LL Nominees Pty Ltd in its capacity as trustee for Laini Liberman Family Trust, a
State of Victoria, Australia proprietary company (“LL Nominees”); NL Nominees Pty Ltd in its capacity as trustee for Nic Liberman Family Trust, a State of Victoria, Australia proprietary company (“NL Nominees,” and together with JL
Nominees and LL Nominees, the “Nominees”).
|
Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
Item 2(c). |
Citizenship:
|
Item 2(d). |
Title of Class of Securities:
|
Item 2(e). |
CUSIP Number
|
Item 3. |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
Schedule 13G
|
||
CUSIP No. 607525102
|
Page 10 of 12 Pages
|
Item4.
|
Ownership
|
Reporting Person
|
Aggregate
Number of
Shares
|
Number of Shares:
Sole Power to Vote
or Dispose
|
Number of Shares:
Shared Power to
Vote or Dispose
|
Approximate
Percentage*
|
||||||||||||
Joshua Schwartz (1)
|
56,093
|
56,093
|
0
|
**
|
||||||||||||
JL Nominees (1)
|
396,652
|
0
|
396,652
|
1.19
|
%
|
|||||||||||
Justin Liberman (1)
|
396,652
|
0
|
396,652
|
1.19
|
%
|
|||||||||||
LL Nominees (1)
|
571,021
|
0
|
571,021
|
1.71
|
%
|
|||||||||||
Laini Liberman (1)
|
571,021
|
0
|
571,021
|
1.71
|
%
|
|||||||||||
NL Nominees (1)
|
1,437,053
|
0
|
1,437,053
|
4.31
|
%
|
|||||||||||
Nic Liberman (1)
|
1,437,053
|
0
|
1,437,053
|
4.31
|
%
|
|||||||||||
Group Total
|
2,460,819
|
7.38
|
%
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification.
|
Schedule 13G
|
||
CUSIP No. 607525102
|
Page 11 of 12 Pages
|
/s/ Joshua Schwartz
|
/s/ Justin Liberman
|
||||||
Joshua Schwartz
|
Justin Liberman
|
||||||
/s/ Laini Liberman
|
/s/ Nic Liberman
|
||||||
Laini Liberman
|
Nic Liberman
|
||||||
JL Nominees Pty Ltd in its capacity as trustee for Justin Liberman Family Trust
|
LL Nominees Pty Ltd in its capacity as trustee for Laini Liberman Family Trust
|
||||||
By:
|
/s/ Justin Liberman
|
By:
|
/s/ Laini Liberman
|
||||
Name: Justin Liberman
|
Name: Laini Liberman
|
||||||
Title: Director
|
Title: Director
|
||||||
NL Nominees Pty Ltd in its capacity as trustee for Nic Liberman Family Trust
|
|||||||
By:
|
/s/ Nic Liberman
|
||||||
Name: Nic Liberman
|
|||||||
Title: Director
|
Schedule 13G
|
||
CUSIP No. 607525102
|
Page 12 of 12 Pages
|
/s/ Joshua Schwartz
|
/s/ Justin Liberman
|
|||||||
Joshua Schwartz
|
Justin Liberman
|
|||||||
/s/ Laini Liberman
|
/s/ Nic Liberman
|
|||||||
Laini Liberman
|
Nic Liberman
|
|||||||
JL Nominees Pty Ltd in its capacity as trustee for Justin Liberman Family Trust
|
LL Nominees Pty Ltd in its capacity as trustee for Laini Liberman Family Trust
|
|||||||
By:
|
/s/ Justin Liberman
|
By:
|
/s/ Laini Liberman
|
|||||
Name: Justin Liberman
|
Name: Laini Liberman
|
|||||||
Title: Director
|
Title: Director
|
|||||||
NL Nominees Pty Ltd in its capacity as trustee for Nic Liberman Family Trust
|
||||||||
By:
|
/s/ Nic Liberman
|
|||||||
Name: Nic Liberman
|
||||||||
Title: Director
|