Q2 Holdings, Inc. — Director's Dealing 2016

May 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2016-05-12

Reporting Person: Flake Matthew P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-12	Common Stock	M	2181	$0.29	Acquired	102181	Direct
2016-05-12	Common Stock	M	85165	$0.29	Acquired	187346	Direct
2016-05-12	Common Stock	M	52654	$3.10	Acquired	240000	Direct
2016-05-12	Common Stock	S	140000	$23.18	Disposed	100000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-12	Stock Option (right to buy)	$0.29	M	2181	Disposed	2017-07-27	Common Stock (2181.0)	Direct
2016-05-12	Stock Option (right to buy)	$0.29	M	85165	Disposed	2018-02-15	Common Stock (85165.0)	Direct
2016-05-12	Stock Option (right to buy)	$3.1	M	52654	Disposed	2021-12-07	Common Stock (52654.0)	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 $22.69 to $24.31 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: This Option was fully-vested and exercisable upon grant.

F4: This option grant vested as to 1/3 of the total option grant on March 1, 2006, and thereafter as to 1/36 of the total option grant monthly. The option grant becomes exercisable as it vests.

F5: This option grant vested as to 1/4 of the total option grant on December 7, 2012, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.