| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEXTGEN HEALTHCARE, INC. [ NXGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/09/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/09/2023 | D | 67,269(1) | D | (2)(3) | 0 | I | See footnotes(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Deferred Stock Units | (2)(3) | 11/09/2023 | D | 9,483 | (2)(3) | (6) | Common Stock | 9,483 | (2)(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes 10,086 outstanding vested shares of restricted stock. |
| 2. 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 |
| 3. (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. |
| 4. The ownership form includes both direct and indirect holdings. |
| 5. Indirect ownership includes the holdings of the The Barbarosh Family Trust established May 29, 2007. |
| 6. 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 | 11/13/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
