UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
Model N, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
607525102
(CUSIP Number)
December 31, 2015
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(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)
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* 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
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RGM Capital, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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
0
6. SHARED VOTING POWER
2,322,451
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,322,451
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,322,451
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.71%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP No. 607525102
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert G. Moses
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,322,451
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,322,451
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,322,451
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.71%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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CUSIP No. 607525102
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Item 1(a). Name of Issuer:
Model N, Inc.
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(b). Address of Issuer's Principal Executive Offices:
1600 Seaport Boulevard, Suite 400, Redwood City, California, 94065
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Item 2(a). Name of Person Filing:
Robert G. Moses
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(b). Address of Principal Business Office, or if None, Residence:
9010 Strada Stell Court, Suite 105, Naples, FL 34109
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(c). Citizenship:
United States
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(d). Title of Class of Securities:
Common Stock
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(e). CUSIP Number:
607525102
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Item 3. If This Statement is filed pursuant to ss.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 Exchange Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15
U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
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 s.240.13d-1(b)(1)
(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association 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) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
2,322,451
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(b) Percent of class:
8.71%
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
0
--------------------,
(ii) Shared power to vote or to direct the vote
2,322,451
--------------------,
(iii) Sole power to dispose or to direct the
disposition of 0
--------------------,
(iv) Shared power to dispose or to direct the
disposition of 2,322,451
--------------------.
Item 5. Ownership of Five Percent or Less of a Class.
NOT APPLICABLE
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Robert G. Moses is the managing member of RGM Capital, LLC, a Delaware limited
liability company that serves as the general partner of and exercises
investment discretion over the accounts of a number of investment vehicles.
None of those investment vehicles has beneficial ownership of 5% or more of any
class of the Common Stock.
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
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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.
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.
February 12, 2016
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(Date)
RGM CAPITAL, LLC*
By: /s/ Robert G. Moses
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Name: Robert G. Moses
Title: Managing Member
Robert G. Moses*
By: /s/ Robert G. Moses
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* The Reporting Persons disclaim beneficial ownership of the shares reported
herein except to the extent of their pecuniary interest.
Exhibit A
AGREEMENT
The undersigned agree that this Amendment No. 2 to Schedule 13G, dated
December 31, 2015 relating to the Common Stock of Model N, Inc. , shall be
filed on behalf of the undersigned.
February 12, 2016
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(Date)
RGM CAPITAL, LLC
By: /s/ Robert G. Moses
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Name: Robert G. Moses
Title: Managing Member
Robert G. Moses
By: /s/ Robert G. Moses
---------------------------