Q2 Holdings, Inc. — Director's Dealing 2016

Jun 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2016-06-09

Reporting Person: Diehl Jeffrey T (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-09	Common Stock	A	1799	—	Acquired	1799	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-09	Stock Option (right to buy)	$27.86	A	4486	Acquired	2023-06-09	Common Stock (4486.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6549485	Indirect

Footnotes

F1: Shares of stock acquired represent shares underlying Restricted Stock Units. The Restricted Stock Units vest in equal quarterly installments over three years beginning September 9, 2016.

F2: Represents 2,060,469 shares held by Adams Street 2006 Direct Fund, L.P. (AS 2006), 2,326,837 shares held by Adams Street 2007 Direct Fund, L.P. (AS 2007), 779,558 shares held by Adams Street 2008 Direct Fund, L.P. (AS 2008), 674,262 shares held by Adams Street 2009 Direct Fund, L.P. (AS 2009), 383,018 shares held by Adams Street 2010 Direct Fund, L.P. (AS 2010), 307,717 shares held by Adams Street 2011 Direct Fund LP (AS 2011), 4,006 shares held by Adams Street Partnership Fund - 2007 U.S. Fund, L.P. (AS 2007 US), 5,138 shares held by Adams Street Partnership Fund - 2008 U.S. Fund, L.P. (AS 2008 US), 4,559 shares held by Adams Street Partnership Fund - 2009 U.S. Fund, L.P. (AS 2009 US), 3,207 shares held by Adams Street Partnership Fund - 2010 U.S. Fund, L.P. (AS 2010 US), and 714 shares held by Adams Street Partnership Fund - 2010 U.S. Fund - Series B, L.P. (AS 2010 US Series B).

F3: Jeffrey T. Diehl disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein.

F4: The shares owned by each of AS 2006, AS 2007, AS 2008, AS 2009, AS 2010, AS 2011, AS 2007 US, AS 2008 US, AS 2009 US, AS 2010 US, and AS 2010 US Series B may be deemed to be beneficially owned by Adams Street Partners, LLC, the managing member of the general partner of each of AS 2006, AS 2007, AS 2008, AS 2009 and AS 2010, the managing member of the general partner of the general partner of AS 2011, and the general partner of AS 2007 US, AS 2008 US, AS 2009 US, AS 2010 US, and AS 2010 US Series B. Jeffrey T. Diehl is a partner of Adams Street Partners, LLC (or a subsidiary thereof), and may be deemed to share voting and dispositive power over the shares held by AS 2006, AS 2007, AS 2008, AS 2009, AS 2010, AS 2011, AS 2007 US, AS 2008 US, AS 2009 US, AS 2010 US, and AS 2010 US Series B.

F5: This option grant vests and becomes exercisable in equal monthly installments over 36 months beginning July 9, 2016.