Suresh Kannan - Jun 27, 2024 Form 4 Insider Report for MODEL N, INC. (MODN)

Signature
/s/ Suresh Kannan by Errol Hunter, Attorney-In-Fact
Stock symbol
MODN
Transactions as of
Jun 27, 2024
Transactions value $
-$7,527,600
Form type
4
Date filed
6/27/2024, 05:09 PM
Previous filing
May 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MODN Common Stock Disposed to Issuer -$7.53M -251K -100% $30.00 0 Jun 27, 2024 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Suresh Kannan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Consists of 104,695 shares of the Model N, Inc. (the "Company") common stock, par value $0.00015 per share ("Common Stock"), 91,339 shares of Common Stock underlying restricted stock units ("RSUs") and 54,886 shares of Common Stock underlying RSUs subject to performance-based vesting conditions ("PRSUs") 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 remained unexpired, unvested and outstanding as of immediately prior to the Effective Time (each an "Unvested RSU") was canceled and automatically converted into the right to receive a contingent cash payment (without interest) equal to the total number of shares of Common Stock underlying such Unvested RSU multiplied by the Merger Consideration, with such amount to vest and become payable on substantially the same terms and conditions that applied to the Unvested RSU immediately prior to the Effective Time.
F4 Pursuant to the Merger Agreement, at the Effective Time, each PRSU that was outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive a contingent cash payment (without interest) equal to the number of shares of Common Stock underlying such PRSU as of immediately prior to the Effective Time (with the number of PRSUs determined based on deemed achievement at 100% of target) multiplied by the Merger Consideration, with such amount to vest and become payable on substantially the same terms and conditions (excluding any performance-based vesting conditions) that applied to the PRSU immediately prior to the Effective Time.