Director Diehl Jeffrey T sold $10,219,804 worth of shares (100,000 units at $102.20) (SEC Form 4)
$QTWO
Computer Software: Prepackaged Software
Technology
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Q2 Holdings, Inc. [ QTWO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/11/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/11/2024 | S | 50,693(1) | D | $102.77(2) | 229,516(3) | I(4) | By funds(5) | ||
| Common Stock | 11/12/2024 | S | 49,307(6) | D | $101.61(7) | 180,209(8) | I(4) | By funds(5) | ||
| Common Stock | 44,519(9) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents 15,733 shares sold by Adams Street 2006 Direct Fund, L.P., or AS 2006, 17,767 shares sold by Adams Street 2007 Direct Fund, L.P., or AS 2007, 5,952 shares sold by Adams Street 2008 Direct Fund, L.P., or AS 2008, 5,148 shares sold by Adams Street 2009 Direct Fund, L.P., or AS 2009, 2,925 shares sold by Adams Street 2010 Direct Fund, L.P., or AS 2010, 2,349 shares sold by Adams Street 2011 Direct Fund LP, or AS 2011, 186 shares sold by Adams Street Partnership Fund-2007 U.S. Fund, L.P., or AS 2007 US, 239 shares sold by Adams Street Partnership Fund-2008 U.S. Fund, L.P., or AS 2008 US, 212 shares sold by Adams Street Partnership Fund-2009 U.S. Fund, L.P., or AS 2009 US, 149 shares sold by Adams Street Partnership Fund-2010 U.S. Fund, L.P., or AS 2010 US, and 33 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 $101.79 to $105.00 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 71,230 shares held by AS 2006, 80,438 shares held by AS 2007, 26,949 shares held by AS 2008, 23,308 shares held by AS 2009, 13,239 shares held by AS 2010, 10,637 shares held by AS 2011, 845 shares held by AS 2007 US, 1,083 shares held by AS 2008 US, 959 shares held by AS 2009 US, 676 shares held by AS 2010 US, and 152 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. Represents 15,302 shares sold by AS 2006, 17,280 shares sold by AS 2007, 5,790 shares sold by AS 2008, 5,008 shares sold by AS 2009, 2,844 shares sold by AS 2010, 2,286 shares sold by AS 2011, 182 shares sold by AS 2007 US, 232 shares sold by AS 2008 US, 206 shares sold by AS 2009 US, 145 shares sold by AS 2010 US, and 32 shares sold by AS 2010 US Series B. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.93 to $103.05 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. |
| 8. Represents 55,928 shares held by AS 2006, 63,158 shares held by AS 2007, 21,159 shares held by AS 2008, 18,300 shares held by AS 2009, 10,395 shares held by AS 2010, 8,351 shares held by AS 2011, 663 shares held by AS 2007 US, 851 shares held by AS 2008 US, 753 shares held by AS 2009 US, 531 shares held by AS 2010 US, and 120 shares held by AS 2010 US Series B. |
| 9. 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: |
| Remarks: |
| /s/ M. Scott Kerr, attorney-in-fact | 11/13/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||