SEC Form SC 13G/A filed by Model N Inc. (Amendment)
$MODN
Computer Software: Programming Data Processing
Technology
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Model N, Inc.
|
|
(Name of Issuer)
|
|
|
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Common Stock, par value $0.00015 per share
|
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(Title of Class of Securities)
|
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607525102
|
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(CUSIP Number)
|
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|
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December 31, 2022
|
|
(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)
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Page 1 of 11 Pages
*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).
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Schedule 13G/A
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CUSIP No. 607525102
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Page 2 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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Joshua Schwartz
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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|||||
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(b)☒
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|||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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61,060
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||||
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6
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SHARED VOTING POWER
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0
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|||
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7
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SOLE DISPOSITIVE POWER
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61,060
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||||
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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61,060
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less Than 1%
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
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||||
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Schedule 13G/A
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||
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CUSIP No. 607525102
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Page 3 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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JL Nominees Pty Ltd in its capacity as trustee for Justin Liberman Family Trust
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
|
|||||
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(b)☒
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|||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Victoria, Australia
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
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|||
|
|
|
||||
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6
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SHARED VOTING POWER
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||
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250,000
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
|
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||
|
250,000
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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250,000
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|||
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||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less Than 1%
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
|
OO
|
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|||
|
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||||
|
Schedule 13G/A
|
||
|
CUSIP No. 607525102
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Page 4 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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Justin Liberman
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
|
|||||
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(b)☒
|
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|||
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3
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SEC USE ONLY
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Australia
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
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0
|
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|||
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||||
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6
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SHARED VOTING POWER
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250,000
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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|
||||
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8
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SHARED DISPOSITIVE POWER
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||
|
250,000
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|||
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|
||||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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250,000
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|||
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|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
||
|
☐
|
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|||
|
|
|
||||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less Than 1%
|
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|||
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|
||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
||
|
IN
|
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|||
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||||
|
Schedule 13G/A
|
||
|
CUSIP No. 607525102
|
Page 5 of 11 Pages
|
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||
|
1
|
NAMES OF REPORTING PERSONS
|
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||
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LL Nominees Pty Ltd in its capacity as trustee for Laini Liberman Family Trust
|
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|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Victoria, Australia
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
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||
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400,000
|
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|||
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|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
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||
|
0
|
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|
|||
|
|
|
||||
|
8
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SHARED DISPOSITIVE POWER
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||
|
400,000
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|||
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||||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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||
|
400,000
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.1%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
Schedule 13G/A
|
||
|
CUSIP No. 607525102
|
Page 6 of 11 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
|
|
|
||
|
400,000
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
400,000
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
400,000
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.1%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
|
Schedule 13G/A
|
||
|
CUSIP No. 607525102
|
Page 7 of 11 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
|
|
|
||
|
800,000
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
800,000
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
800,000
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
2.1%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
Schedule 13G/A
|
||
|
CUSIP No. 607525102
|
Page 8 of 11 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
|
|
|
||
|
800,000
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
800,000
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
800,000
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
2.1%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
|
Schedule 13G/A
|
||
|
CUSIP No. 607525102
|
Page 9 of 11 Pages
|
|
|
|
||
| Item 1(a). |
Name of Issuer:
|
Model N, Inc. (“Issuer”)
| 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; and 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:
|
1940 Palmer Avenue, Suite 1037
Larchmont, NY 10538
| 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/A
|
||
|
CUSIP No. 607525102
|
Page 10 of 11 Pages
|
|
|
|
||
| Item 4. |
Ownership
|
(a)-(c) As of February 13, 2023, the aggregate number of shares 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
|
Number of
Shares
Beneficially
Owned
|
Number of Shares:
Sole Power to Vote
or Direct the
Vote/Sole Power to
Dispose or Direct
the Disposition
|
Number of Shares:
Shared Power to Vote
or Direct the Vote/
Shared Power to
Dispose or Direct the
Disposition
|
Percentage of
Class*
|
||
|
Joshua Schwartz (1)
|
61,060
|
61,060
|
0
|
**
|
||
|
JL Nominees (1)
|
250,000
|
0
|
250,000
|
**
|
||
|
Justin Liberman (1)
|
250,000
|
0
|
250,000
|
**
|
||
|
LL Nominees (1)
|
400,000
|
0
|
400,000
|
1.06%
|
||
|
Laini Liberman (1)
|
400,000
|
0
|
400,000
|
1.06%
|
||
|
NL Nominees (1)
|
800,000
|
0
|
800,000
|
2.12%
|
||
|
Nic Liberman (1)
|
800,000
|
0
|
800,000
|
2.12%
|
||
|
Group Total
|
1,511,060
|
4.00%
|
*Based on 37,734,691 shares of Common Stock outstanding as of January 26, 2023, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 7, 2023.
**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.
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
[X]
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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See Item 2 and Note (1) in Item 4.
| Item 8. |
Identification and Classification of Members of the Group.
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See Item 2 and Note (1) in Item 4.
| Item 9. |
Notice of Dissolution of Group.
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Not Applicable.
| Item 10. |
Certifications:
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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.
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Schedule 13G/A
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CUSIP No. 607525102
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Page 11 of 11 Pages
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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 13, 2023
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/s/ Joshua Schwartz
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/s/ Justin Liberman
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Joshua Schwartz
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Justin Liberman
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/s/ Laini Liberman
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/s/ Nic Liberman
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Laini Liberman
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Nic Liberman
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JL Nominees Pty Ltd in its capacity as trustee for Justin Liberman Family Trust
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LL Nominees Pty Ltd in its capacity as trustee for Laini Liberman Family Trust
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By:
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/s/ Justin Liberman
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By:
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/s/ Laini Liberman
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Name: Justin Liberman
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Name: Laini Liberman
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Title: Director
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Title: Director
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NL Nominees Pty Ltd in its capacity as trustee for Nic Liberman Family Trust
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By:
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/s/ Nic Liberman
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Name: Nic Liberman
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Title: Director
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