FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * LARSEN CHRISTOPHER   2. Issuer Name and Ticker or Trading Symbol MODEL N, INC. [MODN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O MODEL N, INC. 1600 SEAPORT BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) 11/15/2014 (Street) REDWOOD CITY, CA 94063 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/15/2014   M(1)   26,540 A $ 0 26,540 D   Common Stock 11/18/2014   S(2)   8,506 D $ 10.19 18,034 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(3)

11/15/2014

M

26,540

(4)

(4)

Common Stock

26,540

$ 0

79,617

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LARSEN CHRISTOPHER C/O MODEL N, INC. 1600 SEAPORT BOULEVARD REDWOOD CITY, CA 94063			See Remarks

Signatures

/s/ Christopher Larsen by Errol Hunter, Attorney-in-Fact		11/18/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Vesting of restricted stock units ("RSUs") granted to the Reporting Person on November 25, 2013.
(2)	All of the shares reported as disposed of in this Form 4 were sold by the Reporting Person in order to pay the federal and state tax withholding obligations resulting for the vesting of the Reporting Person's RSUs. The Reporting Person did not sell or otherwise dispose of any shares reported in this Form 4 for any reason other than to cover required taxes.
(3)	Each RSU represents a contingent right to receive one share of the Issuer's common stock.
(4)	25% of the RSUs granted to the Reporting Person on November 25, 2013 vest on each of November 15, 2014, November 15, 2015, November 15, 2016 and November 15, 2017, subject to the Reporting Person's continuing service with the company through the applicable vesting dates.
Remarks: SVP and Chief Customer Success Officer

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