Sec Form 4 Filing - ACCEL VIII ASSOCIATES LLC @ MODEL N, INC. - 2013-03-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol MODEL N, INC. [ MODN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 428 UNIVERSITY AVENUE, 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2013 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/25/2013 C 1,167,754 ( 1 ) A 1,167,754 I By Accel VIII L.P. ( 3 ) Common Stock 03/25/2013 C 310,001 ( 2 ) A 1,477,755 I By Accel VIII L.P. ( 3 ) Common Stock 03/25/2013 C 208,548 ( 1 ) A 208,548 I By Accel Internet Fund IV L.P. ( 4 ) Common Stock 03/25/2013 C 55,362 ( 2 ) A 263,910 I By Accel Internet Fund IV L.P. ( 4 ) Common Stock 03/25/2013 C 99,624 ( 1 ) A 99,624 I By Accel Investors 2000 L.L.C. ( 5 ) Common Stock 03/25/2013 C 26,447 ( 2 ) A 126,071 I By Accel Investors 2000 L.L.C. ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Preferred Stock ( 1 ) 03/25/2013 C 2,938,744 ( 1 ) ( 6 ) Common Stock 1,167,754 ( 1 ) $ 0 0 I By Accel VIII L.P. ( 3 ) Series C Preferred Stock ( 2 ) 03/25/2013 C 930,004 ( 2 ) ( 6 ) Common Stock 310,001 ( 2 ) $ 0 0 I By Accel VIII L.P. ( 3 ) Series B Preferred Stock ( 1 ) 03/25/2013 C 524,828 ( 1 ) ( 6 ) Common Stock 208,548 ( 1 ) $ 0 0 I By Accel Internet Fund IV L.P. ( 4 ) Series C Preferred Stock ( 2 ) 03/25/2013 C 166,088 ( 2 ) ( 6 ) Common Stock 55,362 ( 2 ) $ 0 0 I By Accel Internet Fund IV L.P. ( 4 ) Series B Preferred Stock ( 1 ) 03/25/2013 C 250,714 ( 1 ) ( 6 ) Common Stock 99,624 ( 1 ) $ 0 0 I By Accel Investors 2000 L.L.C. ( 5 ) Series C Preferred Stock ( 2 ) 03/25/2013 C 79,341 ( 2 ) ( 6 ) Common Stock 26,447 ( 2 ) $ 0 0 I By Accel Investors 2000 L.L.C. ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ACCEL VIII ASSOCIATES LLC 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X ACCEL INTERNET FUND IV LP 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X ACCEL INVESTORS 2000 LLC 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X ACCEL VIII LP 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X BREYER JAMES C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X Signatures /s/ Tracy L. Sedlock as attorney-in-fact for James W. Breyer, as a managing member of Accel VIII Associates L.L.C. 03/25/2013 Signature of Reporting Person Date /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. 03/25/2013 Signature of Reporting Person Date /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. 03/25/2013 Signature of Reporting Person Date /s/ Tracy L. Sedlock as attorney-in-fact for James W. Breyer, as a managing member of Accel Investors 2000 L.L.C. 03/25/2013 Signature of Reporting Person Date /s/ Tracy L. Sedlock as attorney-in-fact for James W. Breyer 03/25/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the closing of the Issuer's initial public offering of Common Stock on March 25, 2013, each share of Series B Preferred Stock automatically converted into 0.397365 shares of the Issuer's Common Stock for no additional consideration, reflecting an adjustment following the 1-for-3 reverse stock split effected by the Issuer on February 26, 2013. All shares of Common Stock (including fractions thereof) issued upon conversion were aggregated. No fractional share was issued upon the conversion of any share or shares of any series of Preferred Stock. ( 2 )In connection with the closing of the Issuer's initial public offering of Common Stock on March 25, 2013, each share of Series C Preferred Stock automatically converted into one-third shares of the Issuer's Common Stock for no additional consideration, reflecting an adjustment following the 1-for-3 reverse stock split effected by the Issuer on February 26, 2013. All shares of Common Stock (including fractions thereof) issued upon conversion were aggregated. No fractional share was issued upon the conversion of any share or shares of any series of Preferred Stock. ( 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. ( 6 )None.

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