Filing Details

Accession Number:
0001140361-23-006722
Form Type:
13G Filing
Publication Date:
2023-02-13 19:00:00
Filed By:
Schwartz Joshua M
Company:
Model N Inc. (NYSE:MODN)
Filing Date:
2023-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Joshua Schwartz 61,060 0 61,060 0 61,060 Less Than 1%
JL Nominees Pty Ltd in its capacity as trustee for Justin Liberman Family Trust 0 250,000 0 250,000 250,000 Less Than 1%
Justin Liberman 0 250,000 0 250,000 250,000 Less Than 1%
LL Nominees Pty Ltd in its capacity as trustee for Laini Liberman Family Trust 0 400,000 0 400,000 400,000 1.1%
Laini Liberman 0 400,000 0 400,000 400,000 1.1%
NL Nominees Pty Ltd in its capacity as trustee for Nic Liberman Family Trust 0 800,000 0 800,000 800,000 2.1%
Nic Liberman 0 800,000 0 800,000 800,000 2.1%
Filing

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)
 
Common Stock, par value $0.00015 per share
(Title of Class of Securities)
 
607525102
(CUSIP Number) 
 
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)

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).


Schedule 13G/A
CUSIP No. 607525102
 
Page 2 of 11 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
 
 
61,060
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
61,060
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 61,060
 
 
 
 
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/A
CUSIP No. 607525102
 
Page 3 of 11 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
 
 
250,000
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
250,000
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
250,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less Than 1%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 
Schedule 13G/A
CUSIP No. 607525102
 
Page 4 of 11 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
 
 
250,000
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
250,000
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
250,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less Than 1%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
Schedule 13G/A
CUSIP No. 607525102
 
Page 5 of 11 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
 
 
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)
 
 
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.
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.
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.
Certifications:
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/A
CUSIP No. 607525102
 
Page 11 of 11 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 13, 2023


 
/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