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    SEC Form SC 13G/A filed by Model N Inc. (Amendment)

    2/9/24 3:43:12 PM ET
    $MODN
    Computer Software: Programming Data Processing
    Technology
    Get the next $MODN alert in real time by email
    SC 13G/A 1 mode23a2.htm mode23a2.htm - Generated by SEC Publisher for SEC Filing  

     

            CUSIP NO.  607525102                        13G                            Page 1 of 8

     

                                                                                       UNITED STATES

                                                                  SECURITIES AND EXCHANGE COMMISSION

                                                                              Washington, D.C. 20549

     

                                                                                        SCHEDULE 13G

     

                                                           Under the Securities Exchange Act of 1934

                                                                                  (Amendment No. 2)*

     

                                                                                       Model N, Inc.

                                                                                    (Name of Issuer)

     

                                                          Common Stock, par value $0.00015 per share

     

                                                                      (Title of Class of Securities)

     

                                                                                           607525102

                                                                                      (CUSIP Number)

     

                                                                                   December 31, 2023

                                             (Date of Event Which Requires Filing of this Statement)

     

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

              filed:

     

              [X] 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).

     


     
     

     

            CUSIP NO.  607525102                        13G                            Page 2 of 8

     

              1.   NAMES OF REPORTING PERSONS.    

     

                         ClearBridge Investments, LLC  

     

              2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

                         (a)

                         (b) X

     

              3.   SEC USE ONLY

     

              4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     

                         Delaware

     

              NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

     

                         5.   SOLE VOTING POWER

     

                                    (See Item 4)

     

                         6.   SHARED VOTING POWER

     

                                    (See Item 4)

     

                         7.   SOLE DISPOSITIVE POWER

     

                                    (See Item 4)

     

                         8.   SHARED DISPOSITIVE POWER

     

                                    (See Item 4)

     

              9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

                         2,718,760

     

              10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

                         CERTAIN SHARES [ ]

     

              11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

                         7.0%

     

              12.  TYPE OF REPORTING PERSON

     

                         IA, OO (See Item 4)

     


     
     

     

     

            CUSIP NO.  607525102                        13G                            Page 3 of 8

     

              Item 1.

     

              (a)   Name of Issuer

                          Model N, Inc.

     

              (b)   Address of Issuer's Principal Executive Offices

     

                           777 Mariners Island Boulevard, Suite 300

                           San Mateo, California 94404

              

              Item 2.

     

              (a)   Name of Person Filing

     

                          ClearBridge Investments, LLC

     

              (b)   Address of Principal Business Office or, if none, Residence

     

               620 8th Ave.

               New York, NY 10018

     

              (c)   Citizenship

     

                          Delaware

     

              (d)   Title of Class of Securities

     

                          Common Stock, par value $0.00015 per share

     

              (e)   CUSIP Number

     

                          607525102

     


     
     

     

     

            CUSIP NO.  607525102                        13G                            Page 4 of 8

     

              Item 3. If this statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or (c),

                              check whether the person filing is a:

                              (a) [ ]  Broker or dealer registered under section 15 of the Act (15 U.S.C. 8o).

     

                              (b) [ ]  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

     

                              (c) [ ]  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.

                                                78c).

     

                              (d) [ ]  Investment company registered under section 8 of the Investment Company

                                                Act of 1940 (15 U.S.C 80a ‑8).

     

                              (e) [X]  An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);

     

                              (f) [ ]  An employee benefit plan or endowment fund in accordance with

                                                §240.13d‑1(b)(1)(ii)(F);

     

                              (g) [ ]  A parent holding company or control person in accordance with

                                                §240.13d‑1(b)(1)(ii)(G);

     

                              (h) [ ]  A savings associations as defined in Section 3(b) of the Federal

                                                Deposit Insurance Act (12 U.S.C. 1813);

     

                              (i) [ ]  A church plan that is excluded from the definition of an investment

                                                company under section 3(c)(14) of the Investment Company Act of 1940

                                                (15 U.S.C. 80a‑3);

     

                              (j) [ ]  A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);

     

                              (k) [ ]  Group, in accordance with §240.13d‑1(b)(1)(ii)(K).

     

                              If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J),

                              please specify the type of institution

     

              Item 4. Ownership

     

              The securities reported herein are beneficially owned by one or more open‑end investment

              companies or other managed accounts that are investment management clients of ClearBridge

         Investments, LLC ("CIL"), an indirect wholly owned subsidiary of Franklin Resources, Inc.

         ("FRI"). When an investment management contract (including a sub‑advisory agreement)

         delegates to CIL investment discretion or voting power over the securities held in the

         investment advisory accounts that are subject to that agreement, FRI treats CIL as having

         sole investment discretion or voting authority, as the case may be, unless the agreement

         specifies otherwise. Accordingly, CIL reports on Schedule 13G that it has sole investment

         discretion and voting authority over the securities covered by any such investment

         management agreement, unless otherwise noted in this Item 4. As a result, for  purposes of

         Rule 13d‑3 under the Act, CIL may be deemed to be the beneficial owner of the securities

         reported in this Schedule 13G.

     

              Beneficial ownership by investment management subsidiaries and other affiliates of FRI

              is being reported in conformity with the guidelines articulated by the SEC staff in

              Release No. 34‑39538 (January 12, 1998) relating to organizations, such as FRI, where

              related entities exercise voting and investment powers over the securities being

              reported independently from each other. The voting and investment powers held by CIL are

              exercised independently from FRI (CIL’s parent holding company) and from all other

              investment management subsidiaries of FRI (FRI, its affiliates and investment management

              subsidiaries other than CIL are, collectively, “FRI affiliates”). Furthermore, internal

              policies and procedures of CIL and FRI affiliates establish informational barriers that

         prevent the flow between CIL and the FRI affiliates of information that relates to the

         voting and investment powers over the securities owned by their respective investment

         management clients. Consequently, CIL and the FRI affiliates report the securities over

         which they hold investment and voting power separately from each other for purposes of

         Section 13 of the Act.


     
     

     

            CUSIP NO.  607525102                        13G                            Page 5 of 8

     

              Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in

              excess of 10% of the outstanding common stock of FRI and are the principal stockholders

              of FRI. However, because CIL exercises voting and investment powers on behalf of its

              investment management clients independently of FRI affiliates, beneficial ownership of the

              securities reported by CIL is not attributed to the Principal Shareholders. CIL

              disclaims any pecuniary interest in any of the securities reported in this Schedule 13G. 

              In addition, the filing of this Schedule 13G on behalf of CIL should not be construed as

              an admission that it is, and it disclaims that it is, the beneficial owner, as defined

              in Rule 13d‑3, of any of such securities.

     

              Furthermore, CIL believes that it is not a "group" with FRI affiliates, the Principal

              Shareholders, or their respective affiliates within the meaning of Rule 13d‑5 under the

              Act and that none of them is otherwise required to attribute to any other the

              beneficial ownership of the securities held by such person or by any persons or

              entities for whom or for which CIL or the FRI affiliates provide investment management

              services.

     

                  (a)     Amount beneficially owned:

     

                                  2,718,760

     

                  (b)     Percent of class:

     

                                  7.0%

     

                  (c)     Number of shares as to which the person has:

     

                          (i)    Sole power to vote or to direct the vote

     

                                        ClearBridge Investments, LLC:                                 2,718,271

     

                        (ii)    Shared power to vote or to direct the vote

     

                                        0

     

                      (iii)    Sole power to dispose or to direct the disposition of

     

                                        ClearBridge Investments, LLC:                                 2,718,760

     

                        (iv)    Shared power to dispose or to direct the disposition of

     

                                        0

     

              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 person has ceased to be the beneficial owner of more than five

                              percent of the class of securities, check the following [ ]. 

     

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

     

                              The clients of ClearBridge Investments, LLC, including investment companies

                              registered under the Investment Company Act of 1940 and other managed accounts,

                              have the right to receive or power to direct the receipt of dividends from, and

                              the proceeds from the sale of, the securities reported herein.

     

                 ClearBridge Small Cap Growth Fund, an investment company registered under the

                 Investment Company Act of 1940 and managed by ClearBridge Investments, LLC,

                 has an interest in 1,950,729 shares or 5.0% of the class of securities reported

                 herein.


     
     

     

            CUSIP NO.  607525102                        13G                            Page 6 of 8

     

              Item 7. Identification and Classification of the Subsidiary Which Acquired the

                              Security Being Reported on By the Parent Holding Company

     

                              Not Applicable

     

              Item 8. Identification and Classification of Members of the Group

     

                              Not Applicable

     

              Item 9. Notice of Dissolution of Group

     

                              Not Applicable

     


     
     

     

     

            CUSIP NO.  607525102                        13G                            Page 7 of 8

     

              Item 10. Certification

     

              By signing below I certify that, to the best of my knowledge and belief, the securities

              referred to above were acquired and are held in the ordinary course of business and 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

     

              Exhibits:

               Exhibit A        Joint Filing Agreement

     

     

                                                                                      SIGNATURE

     

              After reasonable inquiry and to the best of my knowledge and belief, I certify that the

              information set forth in this statement is true, complete and correct.

     

              Dated:  February 2, 2024

     

              ClearBridge Investments, LLC

           

     

              By:    /s/BRIAN R. MURPHY

                            ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

                            Brian R. Murphy

                            Chief Compliance Officer of ClearBridge Investments, LLC    

     

     

     

     

        

         ClearBridge Small Cap Growth Fund

     

     

              By:    /s/THOMAS MANDIA

                            ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

                            Thomas Mandia

                            Senior Vice President of ClearBridge Small Cap Growth Fund

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


     
     

     

     

    CUSIP NO.      607525102                        13G                            Page 8 of 8

     

              

               EXHIBIT A

     

               JOINT FILING AGREEMENT

     

              In accordance with Rule 13d‑1(k) under the Securities Exchange Act of 1934, as amended,

              the undersigned hereby agree to the joint filing with each other of the attached

              statement on Schedule 13G and to all amendments to such statement and that such

              statement and all amendments to such statement are made on behalf of each of them.

     

              IN WITNESS WHEREOF, the undersigned have executed this agreement on February 2, 2024.

             

              ClearBridge Investments, LLC

           

     

              By:     /s/BRIAN R. MURPHY

                            ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

                            Brian R. Murphy

                            Chief Compliance Officer of ClearBridge Investments, LLC    

     

     

         

         ClearBridge Small Cap Growth Fund

     

     

              By:    /s/THOMAS MANDIA

                            ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

                            Thomas Mandia

                            Senior Vice President of ClearBridge Small Cap Growth Fund

     

     

     

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    Model N Announces First Quarter Fiscal Year 2024 Financial Results

    Subscription Revenue Grew 8% Year-over-Year SaaS ARR Grew 16% Year-over-Year Model N, Inc. (NYSE:MODN), the leader in cloud revenue management solutions, today announced financial results for the first quarter of fiscal year 2024 ended December 31, 2023. "Our first quarter results beat expectations. We exceeded guidance for total revenue, subscription revenue, professional services revenue and adjusted EBITDA." said Jason Blessing, president and chief executive officer of Model N. "Our strong performance in Q1 was driven by a healthy contribution from all areas of the business. We signed new logos, closed one of our few remaining SaaS transition, saw numerous customer base expansions, a

    2/6/24 4:05:00 PM ET
    $MODN
    Computer Software: Programming Data Processing
    Technology