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: 2016-05-17

Reporting Person: Breeden John E (EVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-17	Common Stock	M	1667	$3.10	Acquired	37927	Direct
2016-05-17	Common Stock	M	1103	$6.57	Acquired	39030	Direct
2016-05-17	Common Stock	F	560	$22.18	Disposed	38470	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-17	Stock Option (right to buy)	$3.1	M	1667	Disposed	2021-12-07	Common Stock (1667.0)	Direct
2016-05-17	Stock Option (right to buy)	$6.57	M	1103	Disposed	2019-11-07	Common Stock (1103.0)	Direct

Footnotes

F1: This option grant vested as to 1/4 of the total option grant on November 14, 2012, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.

F2: This option grant vested as to 1/4 of the total option grant on November 7, 2013, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.