0001118417-24-000170.txt : 20240627
0001118417-24-000170.hdr.sgml : 20240627
20240627170856
ACCESSION NUMBER: 0001118417-24-000170
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240627
FILED AS OF DATE: 20240627
DATE AS OF CHANGE: 20240627
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ederer John
CENTRAL INDEX KEY: 0001840039
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35840
FILM NUMBER: 241080300
MAIL ADDRESS:
STREET 1: C/O MODEL N, INC.
STREET 2: 777 MARINERS ISLAND BLVD., SUITE 300
CITY: SAN MATEO
STATE: CA
ZIP: 94404
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MODEL N, INC.
CENTRAL INDEX KEY: 0001118417
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 770528806
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 777 MARINERS ISLAND BOULEVARD
STREET 2: SUITE 300
CITY: SAN MATEO
STATE: CA
ZIP: 94404
BUSINESS PHONE: (650) 610-4600
MAIL ADDRESS:
STREET 1: 777 MARINERS ISLAND BOULEVARD
STREET 2: SUITE 300
CITY: SAN MATEO
STATE: CA
ZIP: 94404
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
4
1
wk-form4_1719522529.xml
FORM 4
X0508
4
2024-06-27
1
0001118417
MODEL N, INC.
MODN
0001840039
Ederer John
C/O MODEL N, INC.
777 MARINERS ISLAND BLVD., SUITE 300
SAN MATEO
CA
94404
0
1
0
0
Chief Financial Officer
0
Common Stock
2024-06-27
4
D
0
296386
30
D
0
D
Consists of 84,141 shares of the Model N, Inc. (the "Company") common stock, par value $0.00015 per share ("Common Stock"), 131,247 shares of Common Stock underlying restricted stock units ("RSUs") and 80,998 shares of Common Stock underlying RSUs subject to performance-based vesting conditions ("PRSUs") held by the Reporting Person.
The shares were disposed of pursuant to the Agreement and Plan of Merger, dated April 7, 2024 (the "Merger Agreement"), by and among the Company, Mountain Parent, LLC ("Parent"), and Mountain Merger Sub, Inc. ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Common Stock was canceled and automatically converted into the right to receive $30.00 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
Pursuant to the Merger Agreement, at the Effective Time, each RSU that remained unexpired, unvested and outstanding as of immediately prior to the Effective Time (each an "Unvested RSU") was canceled and automatically converted into the right to receive a contingent cash payment (without interest) equal to the total number of shares of Common Stock underlying such Unvested RSU multiplied by the Merger Consideration, with such amount to vest and become payable on substantially the same terms and conditions that applied to the Unvested RSU immediately prior to the Effective Time.
Pursuant to the Merger Agreement, at the Effective Time, each PRSU that was outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive a contingent cash payment (without interest) equal to the number of shares of Common Stock underlying such PRSU as of immediately prior to the Effective Time (with the number of PRSUs determined based on deemed achievement at 100% of target) multiplied by the Merger Consideration, with such amount to vest and become payable on substantially the same terms and conditions (excluding any performance-based vesting conditions) that applied to the PRSU immediately prior to the Effective Time.
/s/ John Ederer by Errol Hunter, Attorney-In-Fact
2024-06-27