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