Q2 Holdings, Inc. — Director's Dealing 2017

May 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2017-05-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-24	Common Stock	J	14808	—	Acquired	3443275	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	899	Direct

Footnotes

F1: Represents 3,366 shares received by Adams Street Partnership Fund - 2007 U.S. Fund, L.P. (AS 2007 US), 4,317 shares received by Adams Street Partnership Fund - 2008 U.S. Fund, L.P. (AS 2008 US), 3,830 shares received by Adams Street Partnership Fund - 2009 U.S. Fund, L.P. (AS 2009 US), 2,695 shares received by Adams Street Partnership Fund - 2010 U.S. Fund, L.P. (AS 2010 US), and 600 shares received by Adams Street Partnership Fund - 2010 U.S. Fund - Series B, L.P. (AS 2010 US Series B), in each case for no consideration as part of a pro-rata distribution of shares by a fund controlled by Battery Ventures.

F2: Represents 1,068,616 shares held by Adams Street 2006 Direct Fund, L.P. (AS 2006), 1,206,764 shares held by Adams Street 2007 Direct Fund, L.P. (AS 2007), 404,299 shares held by Adams Street 2008 Direct Fund, L.P. (AS 2008), 349,690 shares held by Adams Street 2009 Direct Fund, L.P. (AS 2009), 198,644 shares held by Adams Street 2010 Direct Fund, L.P. (AS 2010), 159,589 shares held by Adams Street 2011 Direct Fund LP (AS 2011), 12,653 shares held by AS 2007 US, 16,230 shares held by AS 2008 US, 14,400 shares held by AS 2009 US, 10,132 shares held by AS 2010 US, and 2,258 shares held by 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: 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.