Director Diehl Jeffrey T sold $14,170,465 worth of shares (139,976 units at $101.23) (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) 11/13/2024 | ||||||||||||||||||||||||||
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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 | 11/13/2024 | S | 75,359(1) | D | $103.4(2) | 104,850(3) | I(4) | By funds(5) | ||
| Common Stock | 11/14/2024 | S | 64,617(6) | D | $98.71(7) | 40,233(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 23,388 shares sold by Adams Street 2006 Direct Fund, L.P., or AS 2006, 26,411 shares sold by Adams Street 2007 Direct Fund, L.P., or AS 2007, 8,848 shares sold by Adams Street 2008 Direct Fund, L.P., or AS 2008, 7,653 shares sold by Adams Street 2009 Direct Fund, L.P., or AS 2009, 4,348 shares sold by Adams Street 2010 Direct Fund, L.P., or AS 2010, 3,493 shares sold by Adams Street 2011 Direct Fund LP, or AS 2011, 277 shares sold by Adams Street Partnership Fund-2007 U.S. Fund, L.P., or AS 2007 US, 355 shares sold by Adams Street Partnership Fund-2008 U.S. Fund, L.P., or AS 2008 US, 315 shares sold by Adams Street Partnership Fund-2009 U.S. Fund, L.P., or AS 2009 US, 222 shares sold by Adams Street Partnership Fund-2010 U.S. Fund, L.P., or AS 2010 US, and 49 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 $101.5101 to $104.50 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 32,540 shares held by AS 2006, 36,747 shares held by AS 2007, 12,311 shares held by AS 2008, 10,647 shares held by AS 2009, 6,047 shares held by AS 2010, 4,858 shares held by AS 2011, 386 shares held by AS 2007 US, 496 shares held by AS 2008 US, 438 shares held by AS 2009 US, 309 shares held by AS 2010 US, and 71 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 20,054 shares sold by AS 2006, 22,646 shares sold by AS 2007, 7,587 shares sold by AS 2008, 6,562 shares sold by AS 2009, 3,728 shares sold by AS 2010, 2,995 shares sold by AS 2011, 238 shares sold by AS 2007 US, 305 shares sold by AS 2008 US, 270 shares sold by AS 2009 US, 190 shares sold by AS 2010 US, and 42 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 $97.62 to $102.805 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 12,486 shares held by AS 2006, 14,101 shares held by AS 2007, 4,724 shares held by AS 2008, 4,085 shares held by AS 2009, 2,319 shares held by AS 2010, 1,863 shares held by AS 2011, 148 shares held by AS 2007 US, 191 shares held by AS 2008 US, 168 shares held by AS 2009 US, 119 shares held by AS 2010 US, and 29 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 | 11/15/2024 | |
| ** 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. | ||