Q2 Holdings, Inc. — Director's Dealing 2016

May 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2016-05-23

Reporting Person: BROWN MICHAEL MAURICE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-23	Common Stock	S	500000	$22.50	Disposed	2162769	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5385	Direct

Footnotes

F1: Consists of 495,050 shares sold by Battery Ventures IX, L.P. ("Battery Ventures IX") and 4,950 shares sold by Battery Investment Partners IX, LLC ("BIP IX"). Battery Partners IX, LLC ("BP IX") is the sole general partner of Battery Ventures IX and the sole managing member of BIP IX. BP IX's investment advisor is Battery Management Corp. (together with BP IX, the "Battery Companies"). The Reporting Person is a managing member and officer of the Battery Companies and may be deemed to share voting and dispositive power over the shares held by Battery Ventures IX and BIP IX.

F2: The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.