Mitchell Waters - Nov 9, 2023 Form 4 Insider Report for NEXTGEN HEALTHCARE, INC. (NXGN)

Role: EVP, Commercial Growth
Signature: /s/ Jeffrey D. Linton, Attorney-in-Fact for Mitchell Waters
Stock symbol: NXGN
Transactions as of: Nov 9, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/13/2023, 04:14 PM
Previous filing: Nov 1, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NXGN	Common Stock	Disposed to Issuer		-57.9K	-100%		0	Nov 9, 2023	Direct	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NXGN	Performance Stock Units	Disposed to Issuer		-63.3K	-100%		0	Nov 9, 2023	Common Stock	63.3K		Direct	F2, F3
transaction	NXGN	Stock Option Awards	Disposed to Issuer		-5K	-100%		0	Nov 9, 2023	Common Stock	5K	$16.37	Direct	F2, F3
transaction	NXGN	Stock Option Awards	Disposed to Issuer		-10.2K	-100%		0	Nov 9, 2023	Common Stock	10.2K	$16.83	Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes 33,091 outstanding unvested shares of restricted stock.
F2	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
F3	(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.