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 * Rinat Zack   2. Issuer Name and Ticker or Trading Symbol MODEL N, INC. [MODN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and Chairman (Last) (First) (Middle) C/O MODEL N, INC., 777 MARINERS ISLAND BLVD., SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 03/10/2018 (Street) SAN MATEO, CA 94404 4. If Amendment, Date Original Filed(Month/Day/Year) 03/13/2018 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 03/10/2018   A   155,903 A $ 0 2,682,208 (1) D   Common Stock               26,907 I By GADD Inc. Common Stock               36,310 I By the Gahl Rinat Trust Common Stock               36,311 I By the Danielle Rinat Trust Common Stock               1,666,666 I By the Rinat Family Trust Dated December 13, 2006

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Rinat Zack C/O MODEL N, INC. 777 MARINERS ISLAND BLVD., SUITE 300 SAN MATEO, CA 94404	X	X	CEO and Chairman

Signatures

Zack Rinat by Errol Hunter, Attorney-in-Fact		03/16/2018
**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)	The Reporting Person's original Form 4 filed on March 13, 2018 misstated Mr. Rinat as indirect owner of shares held by each of the Danielle Rinat Family Heritage Trust Dated December 12, 2005 and the Gahl Rinat Family Heritage Trust Dated December 12, 2005. Mr. Rinat and his spouse, Orli Rinat, resigned as trustees as of January 25, 2018. Because of the foregoing, as of January 25, 2018 Mr. Rinat and Orli Rinat are no longer deemed to beneficially own the shares held by the Danielle Rinat Family Heritage Trust Dated December 12, 2005 and the Gahl Rinat Family Heritage Trust Dated December 12, 2005 for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, because they do not have or share voting or investment power over such shares.

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