Q2 Holdings, Inc. — Director's Dealing 2021

Mar 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2021-03-03

Reporting Person: Flake Matthew P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-03	Common Stock	A	35023	—	Acquired	286040	Direct
2021-03-03	Common Stock	A	35023	—	Acquired	321063	Direct

Footnotes

F1: Represents the target number ("Target Amount") of performance-based restricted stock units ("Units") under the 2014 Equity Incentive Plan. Subject to continued employment, one-third of the Target Amount ("Scheduled Amount") is scheduled to vest after year two and two-thirds of the Target Amount is scheduled to vest after year three. On the second-year vest date, the number of Units that actually vests will be 0% to 100% of the Scheduled Amount and on the third-year vest date the number of Units that actually will vest will be 0% to 200% of the Target Amount, less the amount of any vesting in year two, in each case depending upon the performance of Q2 Holdings, Inc.'s common stock price as compared to the Russell 2000 Index, as more specifically set forth in the grant agreement. The maximum number of Units that may vest over three years is 200% of the Target Amount. Vested Units will be paid in an equal number of shares of Q2 Holdings, Inc. common stock.

F2: Shares of stock acquired represent shares underlying Restricted Stock Units. The Restricted Stock Units vest annually in four equal installments beginning March 3, 2022.