Rehmann Rayani - Nov 22, 2023 Form 4 Insider Report for MODEL N, INC. (MODN)

Role: Chief Strategy & Mktg Officer
Signature: /s/ Rehmann Rayani by Errol Hunter, Attorney-in-Fact
Stock symbol: MODN
Transactions as of: Nov 22, 2023
Transactions value $: $0
Form type: 4
Date filed: 12/22/2023, 08:02 PM
Previous filing: Nov 17, 2023
Next filing: Dec 7, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MODN	Common Stock	Award	$0	+58.1K	+115.14%	$0.00	109K	Nov 22, 2023	Direct	F1
transaction	MODN	Common Stock	Award	$0	+38.7K	+35.68%	$0.00	147K	Nov 22, 2023	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Issuable upon the vesting of Restricted Stock Units ("RSUs"). 16.67% of the RSUs will vest on the six-month anniversary of the vesting commencement date and 8.33% vesting thereafter on each quarterly anniversary of the vesting commencement date 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.
F2	Issuable upon vesting and satisfaction of certain performance criteria of Performance-Based Restricted Stock Units ("PB-RSUs"). Subject to the achievement of certain minimum performance criteria based upon annual recurring revenue, between a minimum of 0% and a maximum of 200%, the PB-RSUs will vest as to 33% on the first annual anniversary of the vesting commencement date and 8.375% vesting thereafter on each quarterly anniversary of the vesting commencement date until such time as the PB-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 if the performance criteria have been met.

Content

Issuable upon the vesting of Restricted Stock Units ("RSUs"). 16.67% of the RSUs will vest on the six-month anniversary of the vesting commencement date and 8.33% vesting thereafter on each quarterly anniversary of the vesting commencement date 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.

Issuable upon vesting and satisfaction of certain performance criteria of Performance-Based Restricted Stock Units ("PB-RSUs"). Subject to the achievement of certain minimum performance criteria based upon annual recurring revenue, between a minimum of 0% and a maximum of 200%, the PB-RSUs will vest as to 33% on the first annual anniversary of the vesting commencement date and 8.375% vesting thereafter on each quarterly anniversary of the vesting commencement date until such time as the PB-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 if the performance criteria have been met.