Q2 Holdings, Inc. — Director's Dealing 2019

May 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2019-04-30

Reporting Person: Benton Barry G (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-30	Common Stock	M	2933	$19.26	Acquired	39957	Direct
2019-04-30	Common Stock	M	467	$20.19	Acquired	40424	Direct
2019-04-30	Common Stock	S	3400	$75.07	Disposed	37024	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-30	Stock Option (right to buy)	$19.26	M	2933	Disposed	2023-02-16	Common Stock (2933.0)	Direct
2019-04-30	Employee Stock Option (right to buy)	$20.19	M	467	Disposed	2022-02-20	Common Stock (467.0)	Direct

Footnotes

F1: Shares sold pursuant to Reporting Person'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 $74.38 to $75.78 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: This option grant vested as to 1/4 of the total option grant on February 16, 2017, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.

F4: This option grant vested as to 1/4 of the total option grant on February 20, 2016, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.