Q2 Holdings, Inc. — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2017-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Common Stock	S	268100	$35.02	Disposed	3878467	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	899	Direct

Footnotes

F1: Represents 83,565 shares sold by Adams Street 2006 Direct Fund, L.P. (AS 2006), 94,367 shares sold by Adams Street 2007 Direct Fund, L.P. (AS 2007), 31,616 shares sold by Adams Street 2008 Direct Fund, L.P. (AS 2008), 27,345 shares sold by Adams Street 2009 Direct Fund, L.P. (AS 2009), 15,534 shares sold by Adams Street 2010 Direct Fund, L.P. (AS 2010), 12,480 shares sold by Adams Street 2011 Direct Fund LP (AS 2011), 726 shares sold by Adams Street Partnership Fund - 2007 U.S. Fund, L.P. (AS 2007 US), 931 shares sold by Adams Street Partnership Fund - 2008 U.S. Fund, L.P. (AS 2008 US), 826 shares sold by Adams Street Partnership Fund - 2009 U.S. Fund, L.P. (AS 2009 US), 581 shares sold by Adams Street Partnership Fund - 2010 U.S. Fund, L.P. (AS 2010 US), and 129 shares sold by Adams Street Partnership Fund - 2010 U.S. Fund - Series B, L.P. (AS 2010 US Series B).

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.375 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: Represents 1,208,876 shares held by AS 2006, 1,365,157 shares held by AS 2007, 457,366 shares held by AS 2008, 395,589 shares held by AS 2009, 224,716 shares held by AS 2010, 180,537 shares held by AS 2011, 10,507 shares held by AS 2007 US, 13,476 shares held by AS 2008 US, 11,957 shares held by AS 2009 US, 8,412 shares held by AS 2010 US, and 1,874 shares held by AS 2010 US Series B.

F4: Jeffrey T. Diehl disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein.

F5: 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 asubsidiary 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.

F6: By agreement with Adams Street 2006 Direct Fund, L.P., Adams Street 2007 Direct Fund, L.P., Adams Street 2008 Direct Fund, L.P., Adams Street 2009 Direct Fund, L.P., Adams Street 2010 Direct Fund,L.P., and Adams Street 2011 Direct Fund LP (the "Funds"), Mr. Diehl is deemed to hold the stock for the benefit of the Funds.