Q2 Holdings, Inc. — Director's Dealing 2021

Mar 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Q2 Holdings, Inc. (QTWO)
CIK: 0001410384
Period of Report: 2021-03-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-08	Common Stock	A	60315	—	Acquired	336630	Direct
2021-03-09	Common Stock	S	23879	$110.44	Disposed	312751	Direct

Footnotes

F1: Represents shares received, in excess of the target number ("Target Amount") of shares previously reported on Form 4, upon the final vesting of performance-based restricted stock units originally granted on March 8, 2018 ("Units"). As previously disclosed, subject to continued employment, one-third (1/3) of the Target Amount of shares was scheduled to vest annually. In each of the first two years the number of Units that actually vested was to be up to one-third (1/3) of the Target Amount, and in the third year the number of Units that actually could vest would be up to 200% of the Target Amount, less the amount of any vesting in the first two years, 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.

F2: Shares sold pursuant to Reporting Person's 10b5-1 Trading Plan.

F3: Includes shares sold to cover tax withholding obligations triggered upon lapse of restricted stock units.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.07 to $112.28 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.