0000950170-23-063007.txt : 20231113
0000950170-23-063007.hdr.sgml : 20231113
20231113162542
ACCESSION NUMBER: 0000950170-23-063007
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231109
FILED AS OF DATE: 20231113
DATE AS OF CHANGE: 20231113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Arnold James Robert Jr.
CENTRAL INDEX KEY: 0001306988
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12537
FILM NUMBER: 231399188
MAIL ADDRESS:
STREET 1: 3525 PIEDMONT RD., NE
STREET 2: BUILDING 6, SUITE 700
CITY: ATLANTA
STATE: GA
ZIP: 30305
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NEXTGEN HEALTHCARE, INC.
CENTRAL INDEX KEY: 0000708818
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 952888568
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 18111 VON KARMAN AVENUE
STREET 2: SUITE 600
CITY: IRVINE
STATE: CA
ZIP: 92612
BUSINESS PHONE: 949-255-2600
MAIL ADDRESS:
STREET 1: 18111 VON KARMAN AVENUE
STREET 2: SUITE 600
CITY: IRVINE
STATE: CA
ZIP: 92612
FORMER COMPANY:
FORMER CONFORMED NAME: QUALITY SYSTEMS, INC
DATE OF NAME CHANGE: 20180823
FORMER COMPANY:
FORMER CONFORMED NAME: NEXTGEN HEALTHCARE, INC
DATE OF NAME CHANGE: 20180823
FORMER COMPANY:
FORMER CONFORMED NAME: QUALITY SYSTEMS, INC
DATE OF NAME CHANGE: 20100804
4
1
ownership.xml
4
X0508
4
2023-11-09
0000708818
NEXTGEN HEALTHCARE, INC.
NXGN
0001306988
Arnold James Robert Jr.
18111 VON KARMAN AVENUE, SUITE 600
IRVINE
CA
92612
false
true
false
false
Chief Financial Officer
false
Common Stock
2023-11-09
4
D
false
515786
D
0
D
Performance Stock Units
2023-11-09
4
D
false
316432
D
Common Stock
316432
0
D
Stock Option Awards
15.60
2023-11-09
4
D
false
250000
D
Common Stock
250000
0
D
Stock Option Awards
14.07
2023-11-09
4
D
false
175000
D
Common Stock
175000
0
D
Includes 66,246 outstanding unvested shares of restricted stock.
Pursuant to the Agreement and Plan of Merger, dated September 5, 2023, by and among the Issuer, Next Holdco Co., LLC ("Next Holdco") and Next Merger Sub, Inc. ("Merger Sub"), the Issuer became a wholly owned subsidiary of Next Holdco upon consummation of the merger with Merger Sub on November 9, 2023 (the "Effective Time"). At the Effective Time: (a) each of the Issuer's outstanding shares of common stock, each outstanding restricted stock unit and each outstanding deferred stock unit was cancelled and automatically converted into the right to receive $23.95 in cash; (b) each of the Issuer's outstanding unexercised stock options, whether vested or unvested, was cancelled and converted into the right to receive $23.95 in cash less the applicable per share exercise price; and (c) each of the Issuer's outstanding performance stock units was cancelled and converted into the right to receive $23.95 (with respect to the Issuer shares underlying the portion of such award which had
(Continued from footnote 2) vested), and, with respect to any portion of such award the vesting of which remained subject to achievement of performance objectives as of October 4, 2023, $23.95 for each Issuer share underlying the portion of the award that would vest as a result of the Merger in accordance with the terms and conditions of the applicable award agreement, which for the units granted in 2020 assumed performance achievement at the "maximum" level; for the units granted in 2021, assumed performance achievement above "target" with partial achievement of the next stock price hurdle; and for the units granted in 2022, assumed performance achievement at 140% of the "target" level.
Grant of 250,000 options dated March 1, 2016 vests in four equal, annual installments beginning March 1, 2017.
Grant of 175,000 options dated October 31, 2017 vests in four equal, annual installments beginning October 31, 2018.
/s/ Jeffrey D. Linton, Attorney-in-Fact for James R. Arnold, Jr.
2023-11-13