Model N (MODN) SC 13G Model N, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

Model N, Inc.

(Name of Issuer)

Common Stock, par value $0.00015 per share

(Title of Class of Securities)

607525102

(CUSIP Number) 

February 12, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13G
CUSIP No. 607525102	Page 2 of 12 Pages

1	NAMES OF REPORTING PERSONS
	Joshua Schwartz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			56,093
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			56,093
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	56,093
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	Less than 1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Schedule 13G
CUSIP No. 607525102	Page 3 of 12 Pages

1	NAMES OF REPORTING PERSONS
	JL Nominees Pty Ltd in its capacity as trustee for Justin Liberman Family Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Victoria, Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			396,652
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			396,652
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	396,652
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Schedule 13G
CUSIP No. 607525102	Page 4 of 12 Pages

1	NAMES OF REPORTING PERSONS
	Justin Liberman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			396,652
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			396,652
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	396,652
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Schedule 13G
CUSIP No. 607525102	Page 5 of 12 Pages

1	NAMES OF REPORTING PERSONS
	LL Nominees Pty Ltd in its capacity as trustee for Laini Liberman Family Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Victoria, Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			571,021
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			571,021
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	571,021
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Schedule 13G
CUSIP No. 607525102	Page 6 of 12 Pages

1	NAMES OF REPORTING PERSONS
	Laini Liberman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			571,021
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			571,021
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	571,021
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Schedule 13G
CUSIP No. 607525102	Page 7 of 12 Pages

1	NAMES OF REPORTING PERSONS
	NL Nominees Pty Ltd in its capacity as trustee for Nic Liberman Family Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Victoria, Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			1,437,053
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			1,437,053
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,437,053
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Schedule 13G
CUSIP No. 607525102	Page 8 of 12 Pages

1	NAMES OF REPORTING PERSONS
	Nic Liberman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			1,437,053
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			1,437,053
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,437,053
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Schedule 13G
CUSIP No. 607525102	Page 9 of 12 Pages

Item 1(a). Name of Issuer:

Model N, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

777 Mariners Island Boulevard, Suite 300, San Mateo, California 94404

Item 2(a). Name of Persons Filing:

This statement is filed by (collectively, the “Reporting Persons”)

(i) Joshua Schwartz, a United States citizen; Justin Liberman, an Australia citizen; Laini Liberman, an Australia citizen; Nic Liberman, an Australia citizen

(ii) JL Nominees Pty Ltd in its capacity as trustee for Justin Liberman Family Trust, a State of Victoria, Australia proprietary company (“JL Nominees”); LL Nominees Pty Ltd in its capacity as trustee for Laini Liberman Family Trust, a State of Victoria, Australia proprietary company (“LL Nominees”); NL Nominees Pty Ltd in its capacity as trustee for Nic Liberman Family Trust, a State of Victoria, Australia proprietary company (“NL Nominees,” and together with JL Nominees and LL Nominees, the “Nominees”).

Item 2(b). Address of Principal Business Office or, if None, Residence:

120 W. 45th Street, Suite 3600

New York, NY  10036

Item 2(c). Citizenship:

See Item 2(a)

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.00015 per share (the “Common Stock”)

Item 2(e). CUSIP Number

607525102

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not Applicable

Schedule 13G
CUSIP No. 607525102	Page 10 of 12 Pages

Item4. Ownership

(a)-(c) As of February 12, 2020, the aggregate number of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned by each of the Reporting Persons is as follows:

Reporting Person	Aggregate Number of Shares		Number of Shares: Sole Power to Vote or Dispose		Number of Shares: Shared Power to Vote or Dispose		Approximate Percentage*
Joshua Schwartz (1)		56,093		56,093		0			**
JL Nominees (1)		396,652		0		396,652		1.19	%
Justin Liberman (1)		396,652		0		396,652		1.19	%
LL Nominees (1)		571,021		0		571,021		1.71	%
Laini Liberman (1)		571,021		0		571,021		1.71	%
NL Nominees (1)		1,437,053		0		1,437,053		4.31	%
Nic Liberman (1)		1,437,053		0		1,437,053		4.31	%
Group Total		2,460,819						7.38	%

*Based on 33,334,227 shares of Common Stock outstanding as of January 24, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 filed with the Securities and Exchange Commission on February 5, 2020.

**Less than one percent.

(1) Each of the Reporting Persons disclaims beneficial ownership of the securities beneficially held by the other Reporting Persons except to the extent of such Reporting Person’s pecuniary interest therein, if any.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Pursuant to an oral agreement with each of the Nominees, such Nominee has agreed to pay Mr. Schwartz 20% of any realized gains from the eventual sale of the shares of Common Stock.  Except as set forth in the preceding sentence, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Stock beneficially owned by the Reporting Persons.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

See Item 2 and Note (1) in Item 4.

Item 8. Identification and Classification of Members of the Group.

See Item 2 and Note (1) in Item 4.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Schedule 13G
CUSIP No. 607525102	Page 11 of 12 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2020

	/s/ Joshua Schwartz		/s/ Justin Liberman
	Joshua Schwartz		Justin Liberman
	/s/ Laini Liberman		/s/ Nic Liberman
	Laini Liberman		Nic Liberman
JL Nominees Pty Ltd in its capacity as trustee for Justin Liberman Family Trust		LL Nominees Pty Ltd in its capacity as trustee for Laini Liberman Family Trust
By:	/s/ Justin Liberman	By:	/s/ Laini Liberman
	Name: Justin Liberman		Name: Laini Liberman
	Title: Director		Title: Director
NL Nominees Pty Ltd in its capacity as trustee for Nic Liberman Family Trust
By:	/s/ Nic Liberman
	Name: Nic Liberman
	Title: Director

Schedule 13G
CUSIP No. 607525102	Page 12 of 12 Pages

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Statement on Schedule 13G filed herewith, and any amendments thereto, relating to the Common Stock, par value $0.00015 per share, of Model N, Inc., with the Securities and Exchange Commission pursuant to and in accordance with the provisions of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended.

This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the dame instrument.

February 12, 2020

	/s/ Joshua Schwartz		/s/ Justin Liberman
	Joshua Schwartz		Justin Liberman
	/s/ Laini Liberman		/s/ Nic Liberman
	Laini Liberman		Nic Liberman
JL Nominees Pty Ltd in its capacity as trustee for Justin Liberman Family Trust		LL Nominees Pty Ltd in its capacity as trustee for Laini Liberman Family Trust
By:	/s/ Justin Liberman	By:	/s/ Laini Liberman
	Name: Justin Liberman		Name: Laini Liberman
	Title: Director		Title: Director
NL Nominees Pty Ltd in its capacity as trustee for Nic Liberman Family Trust
By:	/s/ Nic Liberman
	Name: Nic Liberman
	Title: Director