Sec Form 3 Filing - Malka Yarden @ MODEL N, INC. - 2013-03-19

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Malka Yarden 2. Issuer Name and Ticker or Trading Symbol MODEL N, INC. [ MODN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & CHIEF PRODUCT OFFICER (Last) (First) (Middle) C/O MODEL N, INC., 1800 BRIDGE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2013 (Street) REDWOOD CITY, CA94065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 431,000 I By the Malka Family Trust ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 0.3 ( 2 ) 11/16/2013 Common Stock 9,985 D Employee Stock Option (right to buy) $ 0.36 ( 2 ) 01/18/2015 Common Stock 34,375 D Employee Stock Option (right to buy) $ 0.36 ( 2 ) 11/30/2015 Common Stock 29,514 D Employee Stock Option (right to buy) $ 0.78 ( 2 ) 10/24/2016 Common Stock 33,333 D Employee Stock Option (right to buy) $ 6.72 ( 2 ) 11/01/2021 Common Stock 2,500 D Restricted Stock Units $ 0 ( 4 ) ( 3 ) ( 3 ) Common Stock 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Malka Yarden C/O MODEL N, INC. 1800 BRIDGE PARKWAY REDWOOD CITY, CA94065 SVP & CHIEF PRODUCT OFFICER Signatures /s/ Yarden Malka by Errol Hunter, Attorney-in-Fact 03/19/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person serves a co-trustee of the trust. ( 2 )The stock option grant is 100% vested and immediately exercisable. ( 3 )50% of the restricted stock units ("RSUs") will vest on February 27, 2015, then 25% of the RSUs will vest on each yearly anniversary thereafter, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting. ( 4 )Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** 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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