Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Diehl Jeffrey T

(Last)

(First)

(Middle)

1 NORTH WACKER DRIVE

SUITE 2700

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Q2 Holdings, Inc. [ QTWO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2024		S		29,590⁽¹⁾	D	$61.24⁽²⁾	608,403⁽³⁾	I⁽⁴⁾	By funds⁽⁵⁾
Common Stock	06/11/2024		A		3,857⁽⁶⁾	A	$0	44,519⁽⁷⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents 9,184 shares sold by Adams Street 2006 Direct Fund, L.P., or AS 2006, 10,370 shares sold by Adams Street 2007 Direct Fund, L.P., or AS 2007, 3,474 shares sold by Adams Street 2008 Direct Fund, L.P., or AS 2008, 3,005 shares sold by Adams Street 2009 Direct Fund, L.P., or AS 2009, 1,707 shares sold by Adams Street 2010 Direct Fund, L.P., or AS 2010, 1,371 shares sold by Adams Street 2011 Direct Fund LP, or AS 2011, 109 shares sold by Adams Street Partnership Fund-2007 U.S. Fund, L.P., or AS 2007 US, 140 shares sold by Adams Street Partnership Fund-2008 U.S. Fund, L.P., or AS 2008 US, 124 shares sold by Adams Street Partnership Fund-2009 U.S. Fund, L.P., or AS 2009 US, 87 shares sold by Adams Street Partnership Fund-2010 U.S. Fund, L.P., or AS 2010 US, and 19 shares sold by Adams Street Partnership Fund-2010 U.S. Fund Series B, L.P., or AS 2010 US Series B.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.00 to $61.74 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.

3. Represents 188,818 shares held by AS 2006, 213,227 shares held by AS 2007, 71,437 shares held by AS 2008, 61,787 shares held by AS 2009, 35,098 shares held by AS 2010, 28,198 shares held by AS 2011, 2,236 shares held by AS 2007 US, 2,868 shares held by AS 2008 US, 2,544 shares held by AS 2009 US, 1,792 shares held by AS 2010 US, and 398 shares held by AS 2010 US Series B.

4. Jeffrey T. Diehl disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein.

5. 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.

6. Shares of stock acquired represent shares underlying Restricted Stock Units. The Restricted Stock Units vest in equal quarterly installments over one year beginning September 9, 2024.

7. By agreement with AS 2006, AS 2007, AS 2008, AS 2009, AS 2010, and AS 2011 (each as defined in footnote 1, and collectively, the "Funds"), Mr. Diehl is deemed to hold the stock for the benefit of the Funds.

Remarks:

	/s/ M. Scott Kerr, attorney-in-fact	06/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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