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February 23, 2024
John Ederer
Chief Financial Officer
Model N, Inc.
777 Mariners Island Boulevard, Suite 300
San Mateo, CA 94404
Re:Model N, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2023
Form 8-K Furnished on February 6, 2024
File No. 001-35840
Dear John Ederer:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Metrics, page 41
1.We note you provide metrics such as ARR and Net Dollar Retention only for your SaaS
revenues, which based on your February 26, 2024 Investor Presentation represents
approximately 69% of total subscription revenue in fiscal 2023 or 51% of total revenue.
Please tell us what measures you use to monitor your other recurring revenue streams,
such as subscription services revenue, and revise to include a quantified discussion of
such measures, if any. Also, revise your discussion of the current metrics provided to
disclose the percentage of total revenue that these measures represent for each period
presented.
2.You state that SaaS Net Dollar Retention is calculated using the SaaS ARR from
customers that are in both the current period and the year-ago period. While we note that
new customers during the current period are not factored into the calculation, please tell us

 FirstName LastNameJohn Ederer
 Comapany NameModel N, Inc.
 February 23, 2024 Page 2
 FirstName LastName
John Ederer
Model N, Inc.
February 23, 2024
Page 2
whether customers that were lost since the year-ago period are considered in this measure.
If so, revise your disclosures to clarify as such. If lost customers are not included in this
metric, explain further how this measure is a reflection of customer retention. Lastly,
revise to discuss the factors that contributed to any significant fluctuations in this measure
from period to period.
Notes to Consolidated Financial Statements
Note 3. Revenue from Contracts with Customers
Remaining Performance Obligations, page 68
3.You disclose that the company expects to recognize as revenue over the next 12 months
approximately 43% of the unsatisfied or partially satisfied performance obligations with
the remainder being recognized thereafter. Please revise to disclose when the remaining
56% will be recognized on a quantitative basis using time bands that would be most
appropriate for the duration of the remaining performance obligations or by providing
qualitative information. Refer to ASC 606-10-50-13.
Form 8-K Furnished on February 6, 2024
Exhibit 99.1
Reconciliation of GAAP to Non-GAAP Operating Results, page 8
4.We note that your measure of non-GAAP net income does not appear to include the tax
impact of your non-GAAP adjustments. Please revise to include a separate income tax
adjustment commensurate with your non-GAAP measure of profit. Refer to Non-GAAP
C&DI Question 102.11.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Melissa Kindelan at 202-551-3564 or Kathleen Collins at 202-551-3499
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Errol Hunter