Jason Blessing - 27 Jun 2024 Form 4 Insider Report for MODEL N, INC.

Reporting relationship: Chief Executive Officer, Director
Issuer ticker: N/A
Reported as of: 27 Jun 2024
Net transaction value: -$26,541,360
SEC form: 4
Accepted by SEC: 27 Jun 2024, 17:08:44 UTC
Prior SEC filing: 17 May 2024
Source filing: View source filing
Reporting owner signature: /s/ Jason Blessing by Errol Hunter, Attorney-In-Fact

Key filing fact

Jason Blessing filed Form 4 for MODEL N, INC. on 27 Jun 2024.

Key facts

This page summarizes Jason Blessing's Form 4 filing for MODEL N, INC..
1 reported transaction and 0 derivative rows are listed below.
Accepted by SEC: 27 Jun 2024, 17:08.

Change

Previous filing in this sequence was filed on 17 May 2024.
Current net transaction value: -$26,541,360.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

MODN transaction

Common Stock

Disposed to Issuer

Transaction value: $26,541,360
Shares: -884,712
Change %: -100%
Price: $30.00
Shares after: 0
Date: 27 Jun 2024
Ownership: Direct
Footnotes: F1, F2, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jason Blessing is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

Consists of 502,779 shares of the Model N, Inc. (the "Company") common stock, par value $0.00015 per share ("Common Stock"), 197,092 shares of Common Stock underlying restricted stock units ("RSUs") and 184,841 shares of Common Stock underlying RSUs subject to performance-based vesting conditions ("PRSUs") held by the Reporting Person.

Footnote 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").

Footnote F3

Pursuant to the Merger Agreement, at the Effective Time, each RSU that remained unexpired, invested 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.

Footnote 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.