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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ACCEL VIII ASSOCIATES LLC (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/19/2013	3. Issuer Name and Ticker or Trading Symbol MODEL N, INC. [ MODN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	1,167,754(1)	(1)	I	By Accel VIII L.P.(3)
Series C Preferred Stock	(2)	(2)	Common Stock	310,001(2)	(2)	I	By Accel VIII L.P.(3)
Series B Preferred Stock	(1)	(1)	Common Stock	208,548(1)	(1)	I	By Accel Internet Fund IV L.P.(4)
Series C Preferred Stock	(2)	(2)	Common Stock	55,362(2)	(2)	I	By Accel Internet Fund IV L.P.(4)
Series B Preferred Stock	(1)	(1)	Common Stock	99,624(1)	(1)	I	By Accel Investors 2000 L.L.C.(5)
Series C Preferred Stock	(2)	(2)	Common Stock	26,447(2)	(2)	I	By Accel Investors 2000 L.L.C.(5)

1. Name and Address of Reporting Person* ACCEL VIII ASSOCIATES LLC (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACCEL INTERNET FUND IV LP (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACCEL INVESTORS 2000 LLC (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACCEL VIII LP (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BREYER JAMES (Last) (First) (Middle) C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Series B Preferred Stock will automatically convert into 0.397365 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following the 1-for-3 reverse stock split effected by the Issuer on February 26, 2013.

2. Each share of Series C Preferred Stock will automatically convert into one-third shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following the 1-for-3 reverse stock split effected by the Issuer on February 26, 2013.

3. Accel VIII Associates L.L.C. ("A8A"), which is the General Partner of Accel VIII L.P. ("Accel VIII"), has sole voting and investment power over the securities held by Accel VIII. A8A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, James W. Breyer, who is a Director of the Issuer, is a Managing Member of A8A and may be deemed to share voting and investment power over the shares held of record by Accel VIII. Mr. Breyer disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. A8A, the General Partner of Accel Internet Fund IV L.P. ("AIF IV"), has sole voting and investment power over the securities held by AIF IV. A8A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, James W. Breyer, who is a Director of the Issuer, is a Managing Member of A8A and may be deemed to share voting and investment power over the shares held of record by AIF IV. Mr. Breyer disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

5. James W. Breyer, who is a Director of the Issuer, is a Managing Member of Accel Investors 2000 L.L.C. ("Accel 2000"), and may be deemed to share voting and investment power over the securities held by Accel 2000. Mr. Breyer disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ Tracy L. Sedlock as attorney-in-fact for James W. Breyer, as a managing member of Accel VIII Associates L.L.C.	03/19/2013
	/s/ Tracy L. Sedlock as attorney-in-fact for James W. Breyer, as a managing member of Accel VIII Associates L.L.C., the General Partner of Accel VIII L.P.	03/19/2013
	/s/ Tracy L. Sedlock as attorney-in-fact for James W. Breyer, as a managing member of Accel VIII Associates L.L.C., the General Partner of Accel Internet Fund IV L.P.	03/19/2013
	/s/ Tracy L. Sedlock as attorney-in-fact for James W. Breyer, as a managing member of Accel Investors 2000 L.L.C.	03/19/2013
	/s/ Tracy L. Sedlock as attorney-in-fact for James W. Breyer	03/19/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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