SEC FORM 4 SEC Form 4
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*
Metcalfe David A

(Last) (First) (Middle)
18111 VON KARMAN AVENUE
SUITE 800

(Street)
IRVINE CA 92612

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEXTGEN HEALTHCARE, INC. [ NXGN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 10/27/2020 A 36,858(1) A $0.00 146,057 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Performance Stock Units (2) 10/27/2020 A 55,287 (2) (2) Common Stock 55,287 $0.00 128,434 D
Explanation of Responses:
1. The shares of restricted stock vest over three years from the date of grant in annual increments (i.e., 1/3 vest on the first anniversary of the date of grant, 1/3 vest on the second anniversary of the date of grant, and 1/3 vest on the third anniversary of the date of grant), subject to continued service through each vesting date.
2. The performance stock unit awards vest only in the event certain performance goals are achieved and there is continuous service through the date the goals are certified. Approximately 80% of the performance stock units are tied to the Company's fiscal year 2022 revenue goal and 20% are tied to the Company's fiscal year 2023 revenue goal. Performance stock unit awards funded for fiscal year 2022 and fiscal year 2023 revenue performance will be modified for cumulative 3-year total shareholder return ("TSR") on the three-year grant date anniversary, which is also the cliff vest date. The number of shares to be issued may vary between 8.5% and 199.5% of the number of target performance stock units depending on performance, and no such shares will be issued if threshold performance is not achieved.
Remarks:
Jeffrey D. Linton, Attorney-in-Fact for David A. Metcalfe 10/28/2020
** 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.
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POWER OF ATTORNEY
       Know all by these presents, that the undersigned hereby constitutes and
appoints the individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution, as the undersigned's true and lawful attorney-in-fact to:
    1.	prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a
Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Act"), Rule 13d-1 of the Act,
or any other  rule or regulation of the SEC;
    2.	execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of NextGen Healthcare, Inc.,
a California Corporation (the "Company"), Forms 3, 4 and 5 in accordance with
Section 16(a) of the Act and the rules thereunder, Schedules 13D and 13G in
accordance with Rule 13d-1 of the Act, and any other forms or reports the
undersigned's may be required to file in connection with the undersigned's
ownership, acquisition or disposition of securities of the Company;
    3.	do and perform any and all acts for and on behalf of the undersigned's
which may be necessary or desirable to (i) complete and execute any such Form 3,
Form 4, Form 5, Schedule 13D, Schedule 13G or other forms or reports the
undersigned's may be required to file in connection with the undersigned's
ownership, acquisition or disposition of securities of the Company, (ii)
complete and execute any amendment or amendments thereto, and (iii) timely file
such forms or reports with the SEC and any stock exchange or similar authority;
and
    4.	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Act, Rule 13d-1
of the Act, or any other rule or regulation of the SEC.
       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports required by the Act with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact and the Company.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of
October 23, 2018.
____________________________________________
David A. Metcalfe



Schedule A

1. Jeffrey D. Linton
2. James R. Arnold
3. David Ahmadzai