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