ITEM 1. SECURITY AND ISSUER

This Statement of Beneficial Ownership on Schedule 13D/A Amendment No. 1 (this "Statement") is filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the "Commission").  This Statement amends the Statement of Beneficial Ownership on Schedule 13D relating to shares of the Common Stock, $0.00015 par value per share (the "Common Stock"), of Model N, Inc., a corporation formed under the laws of the State of Delaware (“Issuer”), filed on September 25, 2013 (the "Initial Statement"), as specifically set forth herein.  Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Initial Statement.

ITEM 2. IDENTITY AND BACKGROUND

(a)-(f).  This Statement is filed by FW2, LP (“FW2”), FW3, LP (“FW3”), Flatbush Watermill, LLC (“Flatbush Watermill”), Flatbush Watermill Management, LLC (“Flatbush Watermill Management”) and Joshua Schwartz.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Each of FW2 and FW3 is a limited partnership organized under the laws of the State Delaware.  The principal business of each of FW2 and FW3 is to seek to make investments with the goal of long-term value creation.

Flatbush Watermill, a limited liability company organized under the laws of the State of Delaware, is the general partner of FW2 and FW3.  Flatbush Watermill Management, a limited liability company organized under the laws of the State of Delaware and an investment adviser registered under the Investment Advisers Act of 1940, as amended, is the investment adviser of FW2 and FW3. Joshua Schwartz is a citizen of the United States whose principal occupation is serving as the Managing Member of each of Flatbush Watermill and Flatbush Watermill Management.  Flatbush Watermill Management has the power to dispose and vote the securities beneficially held by each of FW2 and FW3.  Accordingly, each of Flatbush Watermill, Flatbush Watermill Management and Mr. Schwartz may be deemed to beneficially own the shares owned by each of FW2 and FW3.

The business address for each Reporting Person is 1325 Avenue of the Americas – 27^th Floor, New York, NY 10019

During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has any Reporting Person been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The aggregate purchase price of the 205,000 shares of Common Stock beneficially held by FW2 was $2,025,000 (including brokerage fees and expenses).  All shares of Common Stock beneficially held by FW2 were paid for using its working capital.

The aggregate purchase price of the 1,798,717 shares of Common Stock beneficially held by FW3 was $17,598,000 (including brokerage fees and expenses).  All shares of Common Stock beneficially held by FW3 were paid for using its working capital.

ITEM 4. PURPOSE OF TRANSACTION

(a)-(j).  The Reporting Persons have acquired shares of Common Stock of Model N, Inc. with the belief that the Issuer is positioned well strategically and has the opportunity to deliver innovative products and related services that have the potential to generate significant value for its customers over the course of the next decade.  The Reporting Persons further believe that over time, they might be able to share ideas and insight with management that could contribute to long-term value creation for both the Issuer’s customers and its shareholders.  Accordingly, the Reporting Persons may communicate with other shareholders and management of the Issuer about maximizing the value of the shares of Common Stock.

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Schedule 13D

CUSIP No. 607525102

Page 8 of 10

Except as set forth herein, the shares of Common Stock have been acquired by the Reporting Persons for investment purposes and were not acquired with the intent to change or influence control of the Issuer or to participate in any transaction having that purpose or effect.  The Reporting Persons reserve the right to change their plan and intentions at any time as they deem appropriate.

The Reporting Persons may acquire additional shares of Common Stock, dispose all or some of the shares of Common Stock from time to time, in each case in the open market or private transactions, block sales or purchases or otherwise, or may continue to beneficially hold the shares of Common Stock, depending on business and market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors.  Over time, the Reporting Persons may engage in hedging or similar transactions with respect to the shares of Common Stock.

Depending on factors deemed relevant by the Reporting Persons, including but not limited to a change in the Issuer's business, governance or financial situation, the Reporting Persons reserves the right to formulate other plans and/or make proposals, and take such other actions as the Reporting Persons, or any of them, may determine.

Presently the Reporting Persons have no plans or proposals which would relate or results in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)-(b) As of February 12, 2014, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:

 

 

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Each of the Reporting Persons is a party to a Joint Filing Agreement dated as of September 24, 2013 (the "Joint Filing Agreement"), pursuant to which the Reporting Persons agreed to jointly file this Statement and any and all amendments and supplements hereto with the Securities and Exchange Commission.  The Joint Filing Agreement was filed as Exhibit 1 to the Initial Statement and is incorporated herein by reference.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

The following documents are filed herewith or have been previously filed:

 

 

After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.