0000950170-23-063056.txt : 20231113 0000950170-23-063056.hdr.sgml : 20231113 20231113163801 ACCESSION NUMBER: 0000950170-23-063056 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: Barbarosh Craig A. CENTRAL INDEX KEY: 0001472457 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12537 FILM NUMBER: 231399498 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 0001472457 Barbarosh Craig A. 18111 VON KARMAN AVENUE, SUITE 600 IRVINE CA 92612 true false false false false Common Stock 2023-11-09 4 D false 67269 D 0 I See footnotes Deferred Stock Units 2023-11-09 4 D false 9483 D Common Stock 9483 0 D Includes 10,086 outstanding vested 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. The ownership form includes both direct and indirect holdings. Indirect ownership includes the holdings of the The Barbarosh Family Trust established May 29, 2007. The Deferred Stock Units credited under the Deferred Compensation Plan are generally payable in the form elected or provided under the Deferred Compensation Plan on the earlier of (i) the date or event elected by the reporting person, (ii) within 90 days following the participant's separation from service as defined under the Deferred Compensation Plan, or (ii) upon death, disability or change in control as defined under the Deferred Compensation Plan. /s/ Jeffrey D. Linton, Attorney-in-Fact for Craig A. Barbarosh 2023-11-13