Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  LESLIE MARK
 2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2014		 3. Issuer Name and Ticker or Trading Symbol
MODEL N, INC. [MODN]
(Last)
(First)
(Middle)
C/O MODEL N, INC., 1800 BRIDGE PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

REDWOOD CITY, CA 94065		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 42,591
I
By Leslie Enterprises LP (1)
Common Stock 138,401
I
By the Leslie Family Trust U/A 2/7/96 (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (3) 06/14/2020 Common Stock 9,722 $ 1.74 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LESLIE MARK
C/O MODEL N, INC.
1800 BRIDGE PARKWAY
REDWOOD CITY, CA 94065		   X      

Signatures

/s/ Mark Leslie by Errol Hunter, Attorney-in-Fact 02/04/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person is a principal of Leslie Enterprises LP.
(2) The Reporting Person is a trustee of the trust.
(3) 2.083% of the shares subject to the option vested and became exercisable on February 1, 2009 and an additional 2.083% of the shares subject to the option vests monthly thereafter until 100% vested, subject to the continuing service of the Reporting Person on each vesting date.

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