Director Diehl Jeffrey T sold $4,304,901 worth of shares (58,372 units at $73.75) (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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Q2 Holdings, Inc. [ QTWO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/28/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/28/2024 | S | 37,045(1) | D | $73.68(2) | 337,790(3) | I(4) | By funds(5) | ||
| Common Stock | 08/29/2024 | S | 21,327(6) | D | $73.87(7) | 316,463(8) | I(4) | By funds(5) | ||
| Common Stock | 44,519(9) | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents 11,497 shares sold by Adams Street 2006 Direct Fund, L.P., or AS 2006, 12,983 shares sold by Adams Street 2007 Direct Fund, L.P., or AS 2007, 4,350 shares sold by Adams Street 2008 Direct Fund, L.P., or AS 2008, 3,762 shares sold by Adams Street 2009 Direct Fund, L.P., or AS 2009, 2,137 shares sold by Adams Street 2010 Direct Fund, L.P., or AS 2010, 1,717 shares sold by Adams Street 2011 Direct Fund LP, or AS 2011, 136 shares sold by Adams Street Partnership Fund-2007 U.S. Fund, L.P., or AS 2007 US, 175 shares sold by Adams Street Partnership Fund-2008 U.S. Fund, L.P., or AS 2008 US, 155 shares sold by Adams Street Partnership Fund-2009 U.S. Fund, L.P., or AS 2009 US, 109 shares sold by Adams Street Partnership Fund-2010 U.S. Fund, L.P., or AS 2010 US, and 24 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 $73.13 to $74.46 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 104,833 shares held by AS 2006, 118,386 shares held by AS 2007, 39,663 shares held by AS 2008, 34,305 shares held by AS 2009, 19,485 shares held by AS 2010, 15,655 shares held by AS 2011, 1,242 shares held by AS 2007 US, 1,592 shares held by AS 2008 US, 1,411 shares held by AS 2009 US, 996 shares held by AS 2010 US, and 222 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 6,619 shares sold by AS 2006, 7,475 shares sold by AS 2007, 2,504 shares sold by AS 2008, 2,166 shares sold by AS 2009, 1,230 shares sold by AS 2010, 988 shares sold by AS 2011, 78 shares sold by AS 2007 US, 101 shares sold by AS 2008 US, 89 shares sold by AS 2009 US, 63 shares sold by AS 2010 US, and 14 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 $73.05 to $74.35 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 98,214 shares held by AS 2006, 110,911 shares held by AS 2007, 37,159 shares held by AS 2008, 32,139 shares held by AS 2009, 18,255 shares held by AS 2010, 14,667 shares held by AS 2011, 1,164 shares held by AS 2007 US, 1,491 shares held by AS 2008 US, 1,322 shares held by AS 2009 US, 933 shares held by AS 2010 US, and 208 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 | 08/30/2024 | |
| ** 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. | ||