Q2 Holdings, Inc. — Director's Dealing 2017

Mar 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2017-03-20

Reporting Person: Seale R. H. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-20	Common Stock	S	47000	$35.64	Disposed	3445454	Indirect
2017-03-21	Common Stock	S	90500	$35.36	Disposed	3354954	Indirect
2017-03-22	Common Stock	S	55000	$34.99	Disposed	3299954	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	379432	Direct
Common Stock	50000	Indirect
Common Stock	21737	Indirect

Footnotes

F1: Shares sold pursuant to RHS Investments-I, L.P.'s 10b5-1 Trading Plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.45 to $35.725 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: Shares held by RHS Investments-I, L.P. Seale, Inc. is the general partner of RHS Investments-I, L.P. R.H. "Hank" Seale, III is the president of Seale, Inc. and has voting and dispositive power over the shares held by RHS Investments-I, L.P.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.05 to $35.55 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.75 to $35.35 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.

F6: R.H. "Hank" Seale, III is the President of The Seale Foundation and has voting and dispositive power over the shares held by The Seale Foundation. The reporting person disclaims beneficial ownership of the shares held by The Seale Foundation, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that the reporting person is the beneficial owner of the foundation's shares for purposes of Section 16 or for any other purpose.