| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NXGN | Common Stock | Disposed to Issuer | -67.3K | -100% | 0 | Nov 9, 2023 | See footnotes | F1, F2, F3, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NXGN | Deferred Stock Units | Disposed to Issuer | -9.48K | -100% | 0 | Nov 9, 2023 | Common Stock | 9.48K | Direct | F2, F3, F6 |
| Id | Content |
|---|---|
| F1 | Includes 10,086 outstanding vested 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. |
| F4 | The ownership form includes both direct and indirect holdings. |
| F5 | Indirect ownership includes the holdings of the The Barbarosh Family Trust established May 29, 2007. |
| F6 | 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. |