Ownership Submission
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FORM 4/A
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Gulati Manisha Shetty
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2. Issuer Name and Ticker or Trading Symbol
MODEL N, INC. [MODN]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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C/O MODEL N, INC. , 777 MARINERS ISLAND BLVD., SUITE 300
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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SAN MATEO
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CA
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94404
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4. If Amendment, Date Original Filed(Month/Day/Year)
2022-02-19
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Gulati Manisha Shetty
C/O MODEL N, INC.
777 MARINERS ISLAND BLVD., SUITE 300
SAN MATEO, CA94404
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X
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Signatures
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Manisha Shetty Gulati by Errol Hunter, Attorney-in-Fact
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2022-08-18
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Issuable upon the vesting of Restricted Stock Units ("RSUs"). 25% of the shares subject to this RSU grant will vest on May 15, 2022, August 15, 2022, November 15, 2022, and February 15, 2023 provided the Reporting Person continues to serve on the Board of Directors through the applicable vesting date.
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(2)
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Due to an administrative error, the Reporting Person's annual director grant as originally reported on the Form 4 filed on February 18, 2022 was granted in an incorrect amount. The additional grant as reported in this Form 4 was made to correct this error. This RSU grant is issuable upon the vesting of Restricted Stock Units ("RSUs"). 50% of the shares subject to this RSU grant will vest on August 15, 2022, and 25% on each of November 15, 2022, and February 15, 2023 provided the Reporting Person continues to serve on the Board of Directors through the applicable vesting date.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
