Q2 Holdings, Inc. — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2017-02-17

Reporting Person: Harris Jennifer Noel (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Stock	S	7275	$35.73	Disposed	59075	Direct
2017-02-21	Common Stock	S	5750	$35.68	Disposed	53325	Direct
2017-02-21	Common Stock	A	21250	—	Acquired	74575	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-21	Stock Option (right to buy)	$35.8	A	53060	Acquired	2024-02-21	Common Stock (53060.0)	Direct

Footnotes

F1: Shares sold pursuant to Reporting Person's 10b5-1 Trading Plan.

F2: Includes shares sold to cover tax withholding obligations triggered upon lapse of restricted stock units.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.25 to $36.05 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.50 to $36.00 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.

F5: Shares of stock acquired represent shares underlying Restricted Stock Units. The Restricted Stock Units vest annually in four equal installments beginning February 20, 2018.

F6: This option grant vests as to 1/4 of the total option grant on February 21, 2018, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.