4//SEC Filing
Adams Timothy M 4
Accession 0001118417-24-000160
CIK 0001118417other
Filed
Jun 26, 8:00 PM ET
Accepted
Jun 27, 5:07 PM ET
Size
6.4 KB
Accession
0001118417-24-000160
Insider Transaction Report
Form 4
MODEL N, INC.MODN
Adams Timothy M
Director
Transactions
- Disposition to Issuer
Common Stock
2024-06-27$30.00/sh−23,627$708,810→ 0 total
Footnotes (3)
- [F1]Consists of 18,245 shares of Model N, Inc. (the "Company") common stock, par value $0.00015 per share ("Common Stock"), and 5,382 shares of Common Stock underlying restricted stock units ("RSUs") held by the Reporting Person.
- [F2]The shares were disposed of pursuant to the Agreement and Plan of Merger, dated April 7, 2024 (the "Merger Agreement"), by and among the Company, Mountain Parent, LLC ("Parent"), and Mountain Merger Sub, Inc. ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Common Stock was canceled and automatically converted into the right to receive $30.00 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each RSU that was subject to time-based vesting conditions that was unexpired, unsettled and vested as of immediately prior to the Effective Time (including any RSU that vested automatically as a result of the Merger) (each a "Vested RSU") was canceled and converted into the right to receive a cash payment (without interest) equal to the total number of shares of Common Stock underlying such Vested RSU multiplied by the Merger Consideration.
Documents
Issuer
MODEL N, INC.
CIK 0001118417
Entity typeother
Related Parties
1- filerCIK 0001298669
Filing Metadata
- Form type
- 4
- Filed
- Jun 26, 8:00 PM ET
- Accepted
- Jun 27, 5:07 PM ET
- Size
- 6.4 KB