Sec Form 4 Filing - ACCEL-KKR INTERNET CO LLC @ MODEL N, INC. - 2013-03-25

FORM 4 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 ACCEL-KKR INTERNET CO LLC 2. Issuer Name and Ticker or Trading Symbol MODEL N, INC. [ MODN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ACCEL-KKR, 2500 SAND HILL ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2013 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 03/25/2013 C 1,475,926 A 1,475,926 I See Footnotes ( 3 ) ( 4 ) Common Stock 03/25/2013 C 391,811 A 1,867,737 I See Footnotes ( 3 ) ( 4 ) Common Stock 03/25/2013 S 740,000 D $ 14.415 1,127,737 I See Footnotes ( 3 ) ( 4 )

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 Series B Preferred Stock ( 1 ) 03/25/2013 C 3,714,284 ( 1 ) ( 5 ) Common Stock 1,475,926 $ 0 0 I See Footnotes ( 3 ) ( 4 ) Series C Preferred Stock ( 2 ) 03/25/2013 C 1,175,433 ( 2 ) ( 5 ) Common Stock 391,811 $ 0 0 I See Footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ACCEL-KKR INTERNET CO LLC C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X AKKR MANAGEMENT COMPANY, LLC C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X Barnds Thomas C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X Palumbo Robert C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X Signatures Accel-KKR Internet Company LLC, by AKKR Management Company, LLC, its Managing Member, by /s/ Thomas C. Barnds, its Managing Member 03/25/2013 Signature of Reporting Person Date AKKR Management Company, LLC, by /s/ Thomas C. Barnds, its Manager Member 03/25/2013 Signature of Reporting Person Date /s/ Thomas C. Barnds 03/25/2013 Signature of Reporting Person Date /s/ Robert A. Palumbo 03/25/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Accel-KKR Company LLC is the record owner of the common stock of Model N, Inc. (the "Issuer"). In connection with the Issuer's initial public offering of common stock on March 25, 2013, each share of Series B Preferred Stock automatically converted into 0.397365 shares of the Issuer's common stock for no additional consideration reflecting an adjustment following the one-for-three reverse stock split effectuated by the Issuer on February 26, 2013. All shares of common stock, including fractions thereof, issued upon conversion were aggregated. No fractional share was issued upon conversion of any shares of any series of preferred stock. ( 2 )Accel-KKR Company LLC is the record owner of the common stock of the Issuer. In connection with the Issuer's initial public offering of common stock on March 25, 2013, each share of Series C Preferred Stock automatically converted into one-third shares of the Issuer's common stock for no additional consideration reflecting an adjustment following the one-for-three reverse stock split effectuated by the Issuer on February 26, 2013. All shares of common stock, including fractions thereof, issued upon conversion were aggregated. No fractional share was issued upon conversion of any shares of any series of preferred stock. ( 3 )Accel-KKR Internet Company LLC is the managing member of Accel-KKR Company LLC and AKKR Management Company, LLC is the manager of Accel-KKR Internet Company LLC. The managing members of AKKR Management Company, LLC are Thomas C. Barnds and Robert A. Palumbo. Each of Accel-KKR Internet Company LLC, AKKR Management Company, LLC, Mr. Barnds and Mr. Palumbo may be deemed to share voting and dispositive power with respect to the shares held of record by Accel-KKR Company LLC. Each reporting person disclaims beneficial ownership of such securities except to the extent of such person's pecuniary interest therein. ( 4 )The record owner of the reported securities has separately filed a Form 4. ( 5 )None.

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).

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