*

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.

CUSIP No. 607525 102

Page 2 of 11

(1)

Names of reporting persons

Zack Rinat

(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

Israel

Number of

(5)

Sole voting power

1,081,135 (See Item 4(a) below)

shares

beneficially

owned by

(6)

Shared voting power

4,068,729 (See Item 4(a) below)

each

reporting

person

(7)

Sole dispositive power

1,081,135 (See Item 4(a) below)

with:

(8)

Shared dispositive power

4,068,729 (See Item 4(a) below)

(9)

Aggregate amount beneficially owned by each reporting person

5,149,864 (See Item 4(a) below)

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

(11)

Percent of class represented by amount in Row (9)

18.3% (Based on 28,173,684 shares of common stock outstanding as of January 27, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on February 8, 2017.)

(12)

Type of reporting person (see instructions)

IN

CUSIP No. 607525 102

Page 3 of 11

(1)

Names of reporting persons

Orli Rinat

(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

Israel

Number of

(5)

Sole voting power

0

shares

beneficially

owned by

(6)

Shared voting power

4,068,729 (See Item4(a) below)

each

reporting

person

(7)

Sole dispositive power

0

with:

(8)

Shared dispositive power

4,068,729 (See Item4(a) below)

(9)

Aggregate amount beneficially owned by each reporting person

4,068,729 (See Item4(a) below)

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

(11)

Percent of class represented by amount in Row (9)

14.5% (Based on 28,173,684 shares of common stock outstanding as of January 27, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on February 8, 2017.)

(12)

Type of reporting person (see instructions)

IN

CUSIP No. 607525 102

Page 4 of 11

(1)

Names of reporting persons

Rinat Family 2006 Trust Dated December 13, 2006

(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

(5)

Sole voting power

0

shares

beneficially

owned by

(6)

Shared voting power

1,666,666 (See Item4(a) below)

each

reporting

person

(7)

Sole dispositive power

0

with:

(8)

Shared dispositive power

1,666,666 (See Item4(a) below)

(9)

Aggregate amount beneficially owned by each reporting person

1,666,666 (See Item4(a) below)

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

(11)

Percent of class represented by amount in Row (9)

5.9% (Based on 28,173,684 shares of common stock outstanding as of January 27, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on February 8, 2017.)

(12)

Type of reporting person (see instructions)

OO

CUSIP No. 607525 102

Page 5 of 11

Item 1 (a)

Name of Issuer:

Item 1 (b)

Address of Issuer’s Principal Executive Offices:

Item 2 (a)

Name of Person Filing:

(i)

Zack Rinat

(ii)

Orli Rinat

(iii)

Rinat Family 2006 Trust Dated December 13, 2006

Item 2 (b)

Address of Principal Business Office or, if none, Residence:

(i)

c/o Model N, Inc., 1600 Seaport Boulevard, Suite 400, Redwood City, CA 94063

(ii)

c/o Model N, Inc., 1600 Seaport Boulevard, Suite 400, Redwood City, CA 94063

(iii)

c/o Model N, Inc., 1600 Seaport Boulevard, Suite 400, Redwood City, CA 94063

Item 2 (c)

Citizenship:

(i)

Israel

(ii)

Israel

(iii)

United States

Item 2 (d)

Title of Class of Securities:

Item 2 (e)

CUSIP Number:

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

☐

Broker or dealer registered under Section 15 of the Act.

(b)

☐

Bank as defined in Section 3(a)(6) of the Act.

CUSIP No. 607525 102

Page 6 of 11

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act.

Page 7 of 11

(d)

☐

Investment company registered under Section 8 of the Investment Company Act.

(e)

☐

An investment adviser in accordance with Rule 13d-1(b)(1) (ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company, in accordance with Rule 13d-1(b)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(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;

(j)

☐

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

☐

If this statement is filed pursuant to Rule 13d-1(c), check this box.

CUSIP No. 607525 102

Page 8 of 11

Item 4.

Ownership.

(a)

Amount beneficially owned:

(i)

26,907 shares held by GADD, Inc.;

(ii)

378,666 shares held by Mr. Rinat;

(iii)

33,333 restricted stock units held by Mr. Rinat that will vest within 60 days of December 31, 2016;

(iv)

642,229 shares held of record by Mr. Rinat;

(v)

996,110 shares held of record by Mr. Rinat and Orli Rinat as community property;

(vi)

666,666 shares held of record by Mr. Rinat, Orli Rinat and Glen Kohl, trustees of Danielle Rinat Family Heritage Trust Dated December 12, 2005;

(vii)

666,666 shares held of record by Mr. Rinat, Orli Rinat and Glen Kohl, trustees of Gahl Rinat Family Heritage Trust Dated December 12, 2005;

(viii)

36,310 shares held of record by Gahl Rinat Trust;

(ix)

36,311 shares held of record by Danielle Rinat Trust; and

(x)

1,666,666 shares held of record by Mr. Rinat and Orli Rinat, trustees of the Rinat Family 2006 Trust Dated December 13, 2006.

(b)

Percent of Class:

(c)

Number of shares as to which such person has:

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

(i)

1,081,135

(ii)

0

(iii)

0

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

(i)

4,068,729

(ii)

4,068,729

(iii)

1,666,666

Page 9 of 11

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

(i)

1,081,135

(ii)

0

(iii)

0

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

(i)

4,068,729

(ii)

4,068,729

(iii)

1,666,666

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

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

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certification.

Page 10 of 11

/s/ Zack Rinat

ZACK RINAT

/s/ Orli Rinat

ORLI RINAT

Rinat Family 2006 Trust Dated December 13, 2006

By: ZACK RINAT

/s/ Zack Rinat

Trustee

Page 11 of 11

Exhibit

Title

99.1

Joint Filing Agreement dated February 13, 2017 among the Reporting Persons