Q2 Holdings, Inc. — Director's Dealing 2016

May 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2016-05-16

Reporting Person: BROWN MICHAEL MAURICE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-16	Common Stock	S	50000	$23.00	Disposed	2662769	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5385	Direct

Footnotes

F1: Consists of 49,505 shares sold by Battery Ventures IX, L.P. ("Battery Ventures IX") and 495 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.

F3: The number of shares reported as indirectly and directly held by the Reporting Person reflects the change in form of beneficial ownership of 5,385 shares previously reported by the Reporting Person as indirectly held through the Reporting Person's interest in Battery Ventures IX, and BIP IX. Such shares were received by virtue of a pro-rata in-kind distribution of common stock of the Issuer by Battery Ventures IX and by BIP IX to their partners and members without consideration, including BP IX, and the further pro-rata in-kind distribution of such shares by BP IX to its members, including the Reporting Person.