Q2 Holdings, Inc. — Director's Dealing 2016

Feb 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2016-02-22

Reporting Person: Soukup Stephen C (SVP, Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-22	Common Stock	M	6781	$7.82	Acquired	30709	Direct
2016-02-22	Common Stock	M	3219	$7.48	Acquired	33928	Direct
2016-02-22	Common Stock	S	10000	$20.01	Disposed	23928	Direct
2016-02-23	Common Stock	S	1123	$19.74	Disposed	22805	Direct
2016-02-24	Common Stock	S	2127	$20.02	Disposed	20678	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-22	Employee Stock Option (right to buy)	$7.82	M	6781	Disposed	2020-11-21	Common Stock (6781.0)	Direct
2016-02-22	Employee Stock Option (right to buy)	$7.48	M	3219	Disposed	2020-05-08	Common Stock (3219.0)	Direct

Footnotes

F1: Shares sold pursuant to Reporting Person's 10b5-1 Trading Plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.08 inclusive. Reporting Person undertakes to provide to Q2 Holdings, Inc., any security holder of Q2 Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Includes shares sold to cover tax withholding obligations triggered upon lapse of restricted stock units.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.55 to $19.89 inclusive. Reporting Person undertakes to provide to Q2 Holdings, Inc., any security holder of Q2 Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.19 inclusive. Reporting Person undertakes to provide to Q2 Holdings, Inc., any security holder of Q2 Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: This option grant vested as to 1/4 of the total option grant on November 21, 2014, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.

F7: This option grant vested as to 1/4 of the total option grant on May 8, 2014, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.