Q2 Holdings, Inc. — Director's Dealing 2016

May 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2016-05-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-20	Common Stock	M	68895	$3.10	Acquired	168895	Direct
2016-05-20	Common Stock	M	1084	$0.84	Acquired	169979	Direct
2016-05-20	Common Stock	F	6150	$22.78	Disposed	163829	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-20	Stock Option (right to buy)	$3.1	M	68895	Disposed	2021-12-07	Common Stock (68895.0)	Direct
2016-05-20	Stock Option (right to buy)	$0.84	M	1084	Disposed	2020-05-05	Common Stock (1084.0)	Direct

Footnotes

F1: 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.

F2: This option grant vested as to 1/4 of the total option grant on March 1, 2011, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.