| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MODN | Common Stock | Disposed to Issuer | -$914K | -30.5K | -100% | $30.00 | 0 | Jun 27, 2024 | Christopher J Lyon Revocable Trust | F1, F2 |
| transaction | MODN | Common Stock | Disposed to Issuer | -$6.43M | -214K | -100% | $30.00 | 0 | Jun 27, 2024 | Direct | F2, F3, F4, F5 |
Christopher Lyon is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Consists of 30,473 shares of Model N, Inc. (the "Company") common stock, par value $0.00015 per share ("Common Stock") held by the Christopher J Lyon Revocable Trust, of which the Reporting Person is a trustee and beneficiary. |
| 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 | Consists of 51,167 shares of Common Stock, 102,085 shares of Common Stock underlying restricted stock units ("RSUs") and 60,930 shares of Common Stock underlying RSUs subject to performance-based vesting conditions ("PRSUs") held by the Reporting Person. |
| F4 | 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. |
| F5 | 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. |