UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D*

Under the Securities Exchange Act of 1934

Model N, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

607525102

(CUSIP Number)

Joshua M. Schwartz

Flatbush Watermill, LLC

1325 Avenue of the Americas – 27^th Floor

New York, NY 10019

(212) 763-8483

With a copy to:

Matthew J. Day, Esq.

380 Madison Avenue, 22^nd Floor

New York, NY  10017

(212) 673-0484

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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 13D
CUSIP No. 607525102		Page 3 of 11

1.  Name of Reporting Person.

Flatbush Watermill, LLC

2.  Check the Appropriate Box if a Member of a Group.

(a) o

(b) x

3.  SEC Use Only.

4.  Source of Funds.

AF

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).

o

6.  Citizenship or Place of Organization. State of Delaware

	7.  Sole Voting Power. -0-
Number of Shares
Beneficially	8.  Shared Voting Power. 1,240,265
Owned by
Each Reporting	9.  Sole Dispositive Power. -0-
Person With:
	10.  Shared Dispositive Power. 1,240,265

11.  Aggregate Amount Beneficially Owned by Each Reporting Person. 1,240,265

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13.  Percent of Class Represented by Amount in Row (11)

5.4%

14.  Type of Reporting Person.

OO

Schedule 13D
CUSIP No. 607525102		Page 4 of 11

1.  Name of Reporting Person.

Flatbush Watermill Management, LLC

2.  Check the Appropriate Box if a Member of a Group.

(a) o

(b) x

3.  SEC Use Only.

4.  Source of Funds.

AF

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).

o

6.  Citizenship or Place of Organization. State of Delaware

	7.  Sole Voting Power. -0-
Number of Shares
Beneficially	8.  Shared Voting Power. 1,240,265
Owned by
Each Reporting	9.  Sole Dispositive Power. -0-
Person With:
	10.  Shared Dispositive Power. 1,240,265

11.  Aggregate Amount Beneficially Owned by Each Reporting Person. 1,240,265

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13.  Percent of Class Represented by Amount in Row (11)

5.4%

14.  Type of Reporting Person.

IA

Schedule 13D
CUSIP No. 607525102		Page 5 of 11

1.  Name of Reporting Person.

FW2, LP

2.  Check the Appropriate Box if a Member of a Group.

(a) o

(b) x

3.  SEC Use Only.

4.  Source of Funds.

WC

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).

o

6.  Citizenship or Place of Organization. State of Delaware

	7.  Sole Voting Power. -0-
Number of Shares
Beneficially	8.  Shared Voting Power. 137,672
Owned by
Each Reporting	9.  Sole Dispositive Power. -0-
Person With:
	10.  Shared Dispositive Power. 137,672

11.  Aggregate Amount Beneficially Owned by Each Reporting Person. 137,672

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13.  Percent of Class Represented by Amount in Row (11)

Less than 1%

14.  Type of Reporting Person.

PN

Schedule 13D
CUSIP No. 607525102		Page 6 of 11

1.  Name of Reporting Person.

FW3, LP

2.  Check the Appropriate Box if a Member of a Group.

(a) o

(b) x

3.  SEC Use Only.

4.  Source of Funds.

WC

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).

o

6.  Citizenship or Place of Organization. State of Delaware

	7.  Sole Voting Power. -0-
Number of Shares
Beneficially	8.  Shared Voting Power. 1,102,593
Owned by
Each Reporting	9.  Sole Dispositive Power. -0-
Person With:
	10.  Shared Dispositive Power. 1,102,593

11.  Aggregate Amount Beneficially Owned by Each Reporting Person. 1,102,593

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13.  Percent of Class Represented by Amount in Row (11)

4.8%

14.  Type of Reporting Person.

PN

Schedule 13D
CUSIP No. 607525102		Page 7 of 11

 

ITEM 1. SECURITY AND ISSUER

This Statement of Beneficial Ownership on Schedule 13D (this "Statement") relates to the common stock (“common shares”) of Model N, Inc., a company formed under the laws of the State of Delaware (“Issuer”).  The principal executive offices of the Issuer are located at 1800 Bridge Parkway, Redwood City, California 94065.

ITEM 2. IDENTITY AND BACKGROUND

(a)-(f).  This Statement is filed by FW2, LP (“FW2”), FW3, LP (“FW3”), Flatbush Watermill, LLC (“Flatbush Watermill”), Flatbush Watermill Management, LLC (“Flatbush Watermill Management”) and Joshua Schwartz.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Each of FW2 and FW3 is a limited partnership organized under the laws of the State Delaware.  The principal business of each of FW2 and FW3 is to seek to make investments with the goal of long-term value creation.

Flatbush Watermill, a limited liability company organized under the laws of the State of Delaware, is the general partner of FW2 and FW3.  Flatbush Watermill Management, a limited liability company organized under the laws of the State of Delaware and an investment adviser registered under the Investment Advisers Act of 1940, as amended, is the investment adviser of FW2 and FW3. Joshua Schwartz is a citizen of the United States whose principal occupation is serving as the Managing Member of each of Flatbush Watermill and Flatbush Watermill Management.  Flatbush Watermill Management has the power to dispose and vote the securities beneficially held by each of FW2 and FW3.  Accordingly, each of Flatbush Watermill, Flatbush Watermill Management and Mr. Schwartz may be deemed to beneficially own the shares owned by each of FW2 and FW3.

The business address for each Reporting Person is 1325 Avenue of the Americas – 27^th Floor, New York, NY 10019

During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has any Reporting Person been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The aggregate purchase price of the 137,672 Common Shares beneficially held by FW2 was $1,265,206 (including brokerage fees and expenses).  All Common Shares beneficially held by FW2 were paid for using its working capital.

The aggregate purchase price of the 1,102,593 Common Shares beneficially held by FW3 was $11,259,129 (including brokerage fees and expenses).  All Common Shares beneficially held by FW3 were paid for using its working capital.

ITEM 4. PURPOSE OF TRANSACTION

(a)-(j).  The Reporting Persons have acquired Common Shares of Model N, Inc. with the belief that the Issuer is positioned well strategically and has the opportunity to deliver innovative products and related services that have the potential to generate significant value for its customers over the course of the next decade.  The Reporting Persons further believe that over time, they might be able to share ideas and insight with management that could contribute to long-term value creation for both the Issuer’s customers and its shareholders.  Accordingly, the Reporting Persons may communicate with other shareholders and management of the Issuer about maximizing the value of the Common Shares.

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Except as set forth herein, the Common Shares have been acquired by the Reporting Persons for investment purposes and were not acquired with the intent to change or influence control of the Issuer or to participate in any transaction having that purpose or effect.  The Reporting Persons reserve the right to change their plan and intentions at any time as they deem appropriate.

The Reporting Persons may acquire additional Common Shares, dispose all or some of the Common Shares from time to time, in each case in the open market or private transactions, block sales or purchases or otherwise, or may continue to beneficially hold the Common Shares, depending on business and market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors.  Over time, the Reporting Persons may engage in hedging or similar transactions with respect to the Common Shares.

Depending on factors deemed relevant by the Reporting Persons, including but not limited to a change in the Issuer's business, governance or financial situation, the Reporting Persons reserves the right to formulate other plans and/or make proposals, and take such other actions as the Reporting Persons, or any of them, may determine.

Presently the Reporting Persons have no plans or proposals which would relate or results in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)-(b) As of September 24, 2013, the aggregate number of Common Shares and percentage of the outstanding Common Shares of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:

 

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*
Mr. Schwartz (1)(2)(3)	1,240,265	0	1,240,265	5.4%
Flatbush Watermill (1)(2)(3)	1,240,265	0	1,240,265	5.4%
Flatbush Watermill Management (1)(2)(3)	1,240,265	0	1,240,265	5.4%
FW2 (1)(2)	137,672	0	137,672	**
FW3 (1)(3)	1,102,593	0	1,102,593	4.8%

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Each of the Reporting Persons is a party to a Joint Filing Agreement dated as of September 24, 2013 (the "Joint Filing Agreement"), pursuant to which the Reporting Persons agreed to jointly file this Statement and any and all amendments and supplements hereto with the Securities and Exchange Commission.  The Joint Filing Agreement is filed herewith as Exhibit 1 and incorporated herein by reference.

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Schedule 13D
CUSIP No. 607525102		Page 10 of 11

 

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

 The following documents are filed herewith:

1.             Joint Filing Agreement dated as of September 24, 2013 by and among FW2, LP, FW3, LP, Flatbush Watermill, LLC, Flatbush Watermill Management, LLC and Joshua Schwartz.

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Schedule 13D
CUSIP No. 607525102		Page 11 of 11

 

SIGNATURE

After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:	September 24, 2013
	/s/ Joshua Schwartz
	Joshua Schwartz
Flatbush Watermill, LLC			Flatbush Watermill Management, LLC
By:	/s/ Joshua Schwartz		By:	/s/ Joshua Schwartz
	Name: Joshua Schwartz			Name: Joshua Schwartz
	Title: Managing Member			Title: Managing Member
FW2, L.P.			FW3, L.P.
By:	Flatbush Watermill, LLC		By:	Flatbush Watermill, LLC
	Its General Partner			Its General Partner
By:	/s/ Joshua Schwartz		By:	/s/ Joshua Schwartz
	Name: Joshua Schwartz			Name: Joshua Schwartz
	Title: Managing Member			Title: Managing Member

 

 

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Exhibit 1

 

Joint Filing Agreement