| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MODN | Common Stock | Disposed to Issuer | -$543K | -18.1K | -100% | $30.00 | 0 | Jun 27, 2024 | Direct | F1, F2, F3 |
Kimberly DeCarlis is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Consists of 13,232 shares of Model N, Inc. (the "Company") common stock, par value $0.00015 per share ("Common Stock"), and 4,883 shares of Common Stock underlying restricted stock units ("RSUs") held by the Reporting Person. |
| F2 | 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"). |
| F3 | Pursuant to the Merger Agreement, at the Effective Time, each RSU that was subject to time-based vesting conditions that was unexpired, unsettled and vested as of immediately prior to the Effective Time (including any RSU that vested automatically as a result of the Merger) (each a "Vested RSU") was canceled and converted into the right to receive a cash payment (without interest) equal to the total number of shares of Common Stock underlying such Vested RSU multiplied by the Merger Consideration. |