UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D*
Under the Securities Exchange Act of 1934
Model N, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
607525102
(CUSIP Number)
Joshua M. Schwartz
Flatbush Watermill, LLC
1325 Avenue of the Americas – 27th Floor
New York, NY 10019
(212) 763-8483
With a copy to:
Matthew J. Day, Esq.
380 Madison Avenue, 22nd Floor
New York, NY 10017
(212) 673-0484
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 13D | ||
| CUSIP No. 607525102 | Page 2 of 11 | |
| 1. Name of Reporting Person. |
| Joshua Schwartz |
| 2. Check the Appropriate Box if a Member of a Group. |
(a) o |
(b) x |
| 3. SEC Use Only. |
| 4. Source of Funds. |
| AF |
| 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). |
| o |
| 6. Citizenship or Place of Organization. United States of America |
| 7. Sole Voting Power. -0- | |
| Number of Shares | |
| Beneficially | 8. Shared Voting Power. 1,240,265 |
| Owned by | |
| Each Reporting | 9. Sole Dispositive Power. -0- |
| Person With: | |
| 10. Shared Dispositive Power. 1,240,265 | |
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 1,240,265 |
| 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
| o |
| 13. Percent of Class Represented by Amount in Row (11) |
| 5.4% |
| 14. Type of Reporting Person. |
| IN |
| Schedule 13D | ||
| CUSIP No. 607525102 | Page 3 of 11 | |
| 1. Name of Reporting Person. |
| Flatbush Watermill, LLC |
| 2. Check the Appropriate Box if a Member of a Group. |
(a) o |
(b) x |
| 3. SEC Use Only. |
| 4. Source of Funds. |
| AF |
| 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). |
| o |
| 6. Citizenship or Place of Organization. State of Delaware |
| 7. Sole Voting Power. -0- | |
| Number of Shares | |
| Beneficially | 8. Shared Voting Power. 1,240,265 |
| Owned by | |
| Each Reporting | 9. Sole Dispositive Power. -0- |
| Person With: | |
| 10. Shared Dispositive Power. 1,240,265 | |
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 1,240,265 |
| 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
| o |
| 13. Percent of Class Represented by Amount in Row (11) |
| 5.4% |
| 14. Type of Reporting Person. |
| OO |
| Schedule 13D | ||
| CUSIP No. 607525102 | Page 4 of 11 | |
| 1. Name of Reporting Person. |
| Flatbush Watermill Management, LLC |
| 2. Check the Appropriate Box if a Member of a Group. |
(a) o |
(b) x |
| 3. SEC Use Only. |
| 4. Source of Funds. |
| AF |
| 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). |
| o |
| 6. Citizenship or Place of Organization. State of Delaware |
| 7. Sole Voting Power. -0- | |
| Number of Shares | |
| Beneficially | 8. Shared Voting Power. 1,240,265 |
| Owned by | |
| Each Reporting | 9. Sole Dispositive Power. -0- |
| Person With: | |
| 10. Shared Dispositive Power. 1,240,265 | |
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 1,240,265 |
| 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
| o |
| 13. Percent of Class Represented by Amount in Row (11) |
| 5.4% |
| 14. Type of Reporting Person. |
| IA |
| Schedule 13D | ||
| CUSIP No. 607525102 | Page 5 of 11 | |
| 1. Name of Reporting Person. |
| FW2, LP |
| 2. Check the Appropriate Box if a Member of a Group. |
(a) o |
(b) x |
| 3. SEC Use Only. |
| 4. Source of Funds. |
| WC |
| 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). |
| o |
| 6. Citizenship or Place of Organization. State of Delaware |
| 7. Sole Voting Power. -0- | |
| Number of Shares | |
| Beneficially | 8. Shared Voting Power. 137,672 |
| Owned by | |
| Each Reporting | 9. Sole Dispositive Power. -0- |
| Person With: | |
| 10. Shared Dispositive Power. 137,672 | |
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 137,672 |
| 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
| o |
| 13. Percent of Class Represented by Amount in Row (11) |
| Less than 1% |
| 14. Type of Reporting Person. |
| PN |
| Schedule 13D | ||
| CUSIP No. 607525102 | Page 6 of 11 | |
| 1. Name of Reporting Person. |
| FW3, LP |
| 2. Check the Appropriate Box if a Member of a Group. |
(a) o |
(b) x |
| 3. SEC Use Only. |
| 4. Source of Funds. |
| WC |
| 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). |
| o |
| 6. Citizenship or Place of Organization. State of Delaware |
| 7. Sole Voting Power. -0- | |
| Number of Shares | |
| Beneficially | 8. Shared Voting Power. 1,102,593 |
| Owned by | |
| Each Reporting | 9. Sole Dispositive Power. -0- |
| Person With: | |
| 10. Shared Dispositive Power. 1,102,593 | |
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 1,102,593 |
| 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
| o |
| 13. Percent of Class Represented by Amount in Row (11) |
| 4.8% |
| 14. Type of Reporting Person. |
| PN |
| Schedule 13D | ||
| CUSIP No. 607525102 | Page 7 of 11 | |
ITEM 1. SECURITY AND ISSUER
This Statement of Beneficial Ownership on Schedule 13D (this "Statement") relates to the common stock (“common shares”) of Model N, Inc., a company formed under the laws of the State of Delaware (“Issuer”). The principal executive offices of the Issuer are located at 1800 Bridge Parkway, Redwood City, California 94065.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(f). This Statement is filed by FW2, LP (“FW2”), FW3, LP (“FW3”), Flatbush Watermill, LLC (“Flatbush Watermill”), Flatbush Watermill Management, LLC (“Flatbush Watermill Management”) and Joshua Schwartz. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Each of FW2 and FW3 is a limited partnership organized under the laws of the State Delaware. The principal business of each of FW2 and FW3 is to seek to make investments with the goal of long-term value creation.
Flatbush Watermill, a limited liability company organized under the laws of the State of Delaware, is the general partner of FW2 and FW3. Flatbush Watermill Management, a limited liability company organized under the laws of the State of Delaware and an investment adviser registered under the Investment Advisers Act of 1940, as amended, is the investment adviser of FW2 and FW3. Joshua Schwartz is a citizen of the United States whose principal occupation is serving as the Managing Member of each of Flatbush Watermill and Flatbush Watermill Management. Flatbush Watermill Management has the power to dispose and vote the securities beneficially held by each of FW2 and FW3. Accordingly, each of Flatbush Watermill, Flatbush Watermill Management and Mr. Schwartz may be deemed to beneficially own the shares owned by each of FW2 and FW3.
The business address for each Reporting Person is 1325 Avenue of the Americas – 27th Floor, New York, NY 10019
During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has any Reporting Person been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the 137,672 Common Shares beneficially held by FW2 was $1,265,206 (including brokerage fees and expenses). All Common Shares beneficially held by FW2 were paid for using its working capital.
The aggregate purchase price of the 1,102,593 Common Shares beneficially held by FW3 was $11,259,129 (including brokerage fees and expenses). All Common Shares beneficially held by FW3 were paid for using its working capital.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(j). The Reporting Persons have acquired Common Shares of Model N, Inc. with the belief that the Issuer is positioned well strategically and has the opportunity to deliver innovative products and related services that have the potential to generate significant value for its customers over the course of the next decade. The Reporting Persons further believe that over time, they might be able to share ideas and insight with management that could contribute to long-term value creation for both the Issuer’s customers and its shareholders. Accordingly, the Reporting Persons may communicate with other shareholders and management of the Issuer about maximizing the value of the Common Shares.
| Schedule 13D | ||
| CUSIP No. 607525102 | Page 8 of 11 | |
Except as set forth herein, the Common Shares have been acquired by the Reporting Persons for investment purposes and were not acquired with the intent to change or influence control of the Issuer or to participate in any transaction having that purpose or effect. The Reporting Persons reserve the right to change their plan and intentions at any time as they deem appropriate.
The Reporting Persons may acquire additional Common Shares, dispose all or some of the Common Shares from time to time, in each case in the open market or private transactions, block sales or purchases or otherwise, or may continue to beneficially hold the Common Shares, depending on business and market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors. Over time, the Reporting Persons may engage in hedging or similar transactions with respect to the Common Shares.
Depending on factors deemed relevant by the Reporting Persons, including but not limited to a change in the Issuer's business, governance or financial situation, the Reporting Persons reserves the right to formulate other plans and/or make proposals, and take such other actions as the Reporting Persons, or any of them, may determine.
Presently the Reporting Persons have no plans or proposals which would relate or results in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As of September 24, 2013, the aggregate number of Common Shares and percentage of the outstanding Common Shares of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, 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* |
Mr. Schwartz (1)(2)(3) | 1,240,265 | 0 | 1,240,265 | 5.4% |
Flatbush Watermill (1)(2)(3) | 1,240,265 | 0 | 1,240,265 | 5.4% |
Flatbush Watermill Management (1)(2)(3) | 1,240,265 | 0 | 1,240,265 | 5.4% |
FW2 (1)(2) | 137,672 | 0 | 137,672 | ** |
FW3 (1)(3) | 1,102,593 | 0 | 1,102,593 | 4.8% |
*Based on 22,953,700 Common Shares outstanding as of July 31, 2013, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2013.
** 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.
(2) Each of Mr. Schwartz, Flatbush Watermill and Flatbush Watermill Management share with FW2 the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 137,672 Common Shares beneficially owned by FW2.
(3) Each of Mr. Schwartz, Flatbush Watermill and Flatbush Watermill Management share with FW3 the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 1,102,593 Common Shares beneficially owned by FW3.
| Schedule 13D | ||
| CUSIP No. 607525102 | Page 9 of 11 | |
(c) The table below lists all the transactions in the Issuer's Common Shares during the past sixty days by the Reporting Persons.
Transactions in Common Shares Effected During the Past Sixty Days
| Date of | ||||||||||
| Party | Purchase/Sale | # of Shares | Buy/Sell | Price/Share | ||||||
| FW2 | 9/3/2013 | 4,300 | BUY | $ | 14.66 | |||||
| FW2 | 9/4/2013 | 5,200 | BUY | $ | 14.63 | |||||
| FW2 | 9/5/2013 | 780 | BUY | $ | 14.65 | |||||
| FW2 | 9/6/2013 | 1,120 | BUY | $ | 14.64 | |||||
| FW2 | 9/9/2013 | 1,111 | BUY | $ | 10.25 | |||||
| FW2 | 9/10/2013 | 58,702 | BUY | $ | 9.87 | |||||
| FW2 | 9/11/2013 | 7,891 | BUY | $ | 10.18 | |||||
| FW2 | 9/12/2013 | 5,059 | BUY | $ | 10.20 | |||||
| FW2 | 9/13/2013 | 6,770 | BUY | $ | 10.01 | |||||
| FW2 | 9/16/2013 | 10,843 | BUY | $ | 9.86 | |||||
| FW2 | 9/17/2013 | 10,892 | BUY | $ | 9.59 | |||||
| FW2 | 9/18/2013 | 7,857 | BUY | $ | 9.60 | |||||
| FW2 | 9/19/2013 | 5,345 | BUY | $ | 9.49 | |||||
| FW2 | 9/20/2013 | 6,912 | BUY | $ | 9.33 | |||||
| FW2 | 9/23/2013 | 4,890 | BUY | $ | 9.19 | |||||
| FW3 | 9/3/2013 | 34,800 | BUY | $ | 14.66 | |||||
| FW3 | 9/4/2013 | 40,900 | BUY | $ | 14.63 | |||||
| FW3 | 9/5/2013 | 6,233 | BUY | $ | 14.65 | |||||
| FW3 | 9/6/2013 | 8,880 | BUY | $ | 14.64 | |||||
| FW3 | 9/9/2013 | 8,889 | BUY | $ | 10.25 | |||||
| FW3 | 9/10/2013 | 469,350 | BUY | $ | 9.87 | |||||
| FW3 | 9/11/2013 | 63,109 | BUY | $ | 10.18 | |||||
| FW3 | 9/12/2013 | 40,477 | BUY | $ | 10.20 | |||||
| FW3 | 9/13/2013 | 54,140 | BUY | $ | 10.01 | |||||
| FW3 | 9/16/2013 | 86,711 | BUY | $ | 9.86 | |||||
| FW3 | 9/17/2013 | 89,108 | BUY | $ | 9.59 | |||||
| FW3 | 9/18/2013 | 62,837 | BUY | $ | 9.60 | |||||
| FW3 | 9/19/2013 | 42,744 | BUY | $ | 9.49 | |||||
| FW3 | 9/20/2013 | 55,305 | BUY | $ | 9.33 | |||||
| FW3 | 9/23/2013 | 39,110 | BUY | $ | 9.19 | |||||
(d) 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 Shares beneficially owned by the Reporting Persons.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Each of the Reporting Persons is a party to a Joint Filing Agreement dated as of September 24, 2013 (the "Joint Filing Agreement"), pursuant to which the Reporting Persons agreed to jointly file this Statement and any and all amendments and supplements hereto with the Securities and Exchange Commission. The Joint Filing Agreement is filed herewith as Exhibit 1 and incorporated herein by reference.
| Schedule 13D | ||
| CUSIP No. 607525102 | Page 10 of 11 | |
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed herewith:
1. Joint Filing Agreement dated as of September 24, 2013 by and among FW2, LP, FW3, LP, Flatbush Watermill, LLC, Flatbush Watermill Management, LLC and Joshua Schwartz.
| Schedule 13D | ||
| CUSIP No. 607525102 | Page 11 of 11 | |
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: | September 24, 2013 | |||
| /s/ Joshua Schwartz | ||||
| Joshua Schwartz | ||||
Flatbush Watermill, LLC | Flatbush Watermill Management, LLC | |||
| By: | /s/ Joshua Schwartz | By: | /s/ Joshua Schwartz | |
| Name: Joshua Schwartz | Name: Joshua Schwartz | |||
| Title: Managing Member | Title: Managing Member | |||
FW2, L.P. | FW3, L.P. | |||
| By: | Flatbush Watermill, LLC | By: | Flatbush Watermill, LLC | |
| Its General Partner | Its General Partner | |||
| By: | /s/ Joshua Schwartz | By: | /s/ Joshua Schwartz | |
| Name: Joshua Schwartz | Name: Joshua Schwartz | |||
| Title: Managing Member | Title: Managing Member | |||