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 Executive Chairman (Last) (First) (Middle) C/O MODEL N, INC., 1600 SEAPORT BOULEVARD, STE 400 3. Date of Earliest Transaction (Month/Day/Year) 02/10/2017 (Street) REDWOOD CITY, CA 94063 4. If Amendment, Date Original Filed(Month/Day/Year) 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               2,285,205 (1) D   Common Stock 02/10/2017   P   2,905 A $ 10.09 (2) 26,907 I By GADD, Inc. (3) Common Stock               666,666 I By the Danielle Rinat Family Heritage Trust dated December 12, 2005 Common Stock               666,666 I By the Gahl Rinat Family Heritage Trust Dated December 12, 2005 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 2006 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. 1600 SEAPORT BOULEVARD, STE 400 REDWOOD CITY, CA 94063	X	X	CEO and Executive Chairman

Signatures

/s/ Zack Rinat by Errol Hunter, Attorney-in-Fact		02/10/2017
**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)	Includes an additional 72,667 and 34,666, and a net loss of 28,667 shares of common stock issued upon the vesting of Performance-Based RSUs ("PB-RSUs") granted to the Reporting Person on December 6, 2013 in connection with the achievement of 209%, 152% and 57%, respectively, of certain performance criteria related to the Reporting Person's PB-RSUs.
(2)	Represents a weighted average purchase price per share. These shares were purchased in multiple transactions at prices ranging from $9.85 to $10.10. The reporting person undertakes to provide to the Issuer, the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
(3)	Mr. Rinat is the sole director and Chief Executive Officer of GADD, Inc. ("GADD"). Mr. Rinat and Orli Rinat are trustees of the Rinat Family 2006 Trust Dated December 13, 2006 (the "Trust"). The Trust is the sole shareholder of GADD. Accordingly, Mr. Rinat may be deemed the beneficial owner of all shares held by the Trust and GADD.

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