Q2 Holdings, Inc. — Director's Dealing 2017

Mar 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2017-02-27

Reporting Person: ADAMS STREET PARTNERS LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-27	Common Stock	J	3376	—	Acquired	11233	Indirect
2017-02-27	Common Stock	J	4330	—	Acquired	14407	Indirect
2017-02-27	Common Stock	J	3842	—	Acquired	12783	Indirect
2017-02-27	Common Stock	J	2703	—	Acquired	8993	Indirect
2017-02-27	Common Stock	J	602	—	Acquired	2003	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1292441	Indirect
Common Stock	1459524	Indirect
Common Stock	488982	Indirect
Common Stock	422934	Indirect
Common Stock	240250	Indirect
Common Stock	193017	Indirect
Common Stock	899	Indirect

Footnotes

F1: Represents shares received for no consideration as part of a pro-rata distribution of shares by a fund controlled by Battery Ventures.

F2: Represents shares held directly by Adams Street Partnership Fund - 2007 U.S. Fund, L.P. ("AS 2007 US"). Adams Street Partners, LLC, as the general partner of AS 2007 US, may be deemed to beneficially own the shares held by AS 2007 US. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2007 US. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2007 US except to the extent of their pecuniary interest therein.

F3: Represents shares held directly by Adams Street Partnership Fund - 2008 U.S. Fund, L.P. ("AS 2008 US"). Adams Street Partners, LLC, as the general partner of AS 2008 US, may be deemed to beneficially own the shares held by AS 2008 US. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2008 US. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2008 US except to the extent of their pecuniary interest therein.

F4: Represents shares held directly by Adams Street Partnership Fund - 2009 U.S. Fund, L.P. ("AS 2009 US"). Adams Street Partners, LLC, as the general partner of AS 2009 US, may be deemed to beneficially own the shares held by AS 2009 US. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2009 US. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2009 US except to the extent of their pecuniary interest therein.

F5: Represents shares held directly by Adams Street Partnership Fund - 2010 U.S. Fund, L.P. ("AS 2010 US"). Adams Street Partners, LLC, as the general partner of AS 2010 US, may be deemed to beneficially own the shares held by AS 2010 US. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2010 US. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2010 US except to the extent of their pecuniary interest therein.

F6: Represents shares held directly by Adams Street Partnership Fund - 2010 U.S. Fund - Series B, L.P. ("AS 2010 US Series B"). Adams Street Partners, LLC, as the general partner of AS 2010 US Series B, may be deemed to beneficially own the shares held by AS 2010 US Series B. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2010 US Series B. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2010 US Series B except to the extent of their pecuniary interest therein.

F7: Represents shares held directly by Adams Street Partners 2006 Direct Fund, L.P. ("2006 Direct"). Adams Street Partners, LLC, as the managing member of the general partner of 2006 Direct, may be deemed to beneficially own the shares held by 2006 Direct. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by 2006 Direct. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert disclaim beneficial ownership of the shares held by 2006 Direct except to the extent of their pecuniary interest therein.

F8: Represents shares held directly by Adams Street Partners 2007 Direct Fund, L.P. ("2007 Direct"). Adams Street Partners, LLC, as the managing member of the general partner of 2007 Direct, may be deemed to beneficially own the shares held by 2007 Direct. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by 2007 Direct. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert disclaim beneficial ownership of the shares held by 2007 Direct except to the extent of their pecuniary interest therein.

F9: Represents shares held directly by Adams Street Partners 2008 Direct Fund, L.P. ("2008 Direct"). Adams Street Partners, LLC, as the managing member of the general partner of 2008 Direct, may be deemed to beneficially own the shares held by 2008 Direct. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by 2008 Direct. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert disclaim beneficial ownership of the shares held by 2008 Direct except to the extent of their pecuniary interest therein.

F10: Represents shares held directly by Adams Street Partners 2009 Direct Fund, L.P. ("2009 Direct"). Adams Street Partners, LLC, as the managing member of the general partner of 2009 Direct, may be deemed to beneficially own the shares held by 2009 Direct. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by 2009 Direct. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert disclaim beneficial ownership of the shares held by 2009 Direct except to the extent of their pecuniary interest therein.

F11: Represents shares held directly by Adams Street Partners 2010 Direct Fund, L.P. ("2010 Direct"). Adams Street Partners, LLC, as the managing member of the general partner of 2010 Direct, may be deemed to beneficially own the shares held by 2010 Direct. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by 2010 Direct. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert disclaim beneficial ownership of the shares held by 2010 Direct except to the extent of their pecuniary interest therein.

F12: Represents shares held directly by Adams Street Partners 2011 Direct Fund LP ("2011 Direct"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of 2011 Direct, may be deemed to beneficially own the shares held by 2011 Direct. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by 2011 Direct. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert disclaim beneficial ownership of the shares held by 2011 Direct except to the extent of their pecuniary interest therein.

F13: The shares are held by Jeffrey T. Diehl, who is a partner of Adams Street Partners, LLC ("ASP"). ASP is the managing member of the general partner of each of 2006 Direct, 2007 Direct, 2008 Direct, 2009 Direct, and 2010 Direct, the managing member of the general partner of the general partner of 2011 Direct (the aforementioned direct funds, the "Funds"), and the general partner of AS 2007 US, AS 2008 US, AS 2009 US, AS 2010 US, and AS 2010 US Series B. By agreement with the Funds, Mr. Diehl is deemed to hold the shares for the benefit of the Funds. (Continued on Footnote 14)

F14: (Continued from Footnote 13) The shares may be deemed to be beneficially owned by ASP. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares. ASP and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Michael R. Zappert disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein.