Initial Statement of Beneficial Ownership (3)
27 März 2020 - 10:13PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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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1. Name and Address of Reporting Person
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Oruganti Bharath |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/12/2020
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3. Issuer Name and Ticker or Trading Symbol
Q2 Holdings, Inc. [QTWO]
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(Last)
(First)
(Middle)
13785 RESEARCH BLVD., SUITE 150 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
SVP, Service Delivery / |
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(Street)
AUSTIN, TX 78750
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock | 12094 (1)(2)(3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Includes: 5,126 shares underlying unvested RSUs granted on 3/6/19, which began vesting in four equal annual installments on 3/3/19. |
| (2) | Also includes: 4,556 shares uderlying unvested performance-based restricted stock units ("Units"). The target number of remaining unvested Units is presented in the table. Subject to continued employment, one-third (1/3) of the original target Unit shares was scheduled to vest annually ("Scheduled Amount"), on or about March 6th of each of 2020, 2021 and 2022. In each of the first two years the number of Units that actually vests will be 0% to 100% of the Scheduled Amount, and in the third year the number of Units that actually will vest will be 0% 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. The maximum number of Units that may vest over three years is 200% of the Target Amount. Vested Units will be paid in an equal number of shares of Q2 Holdings, Inc. common stock. |
| (3) | Form 3 is being filed late due to delays caused by technical difficulties as a result of the COVID-19 pandemic. |
Remarks:
Exhibit Index - Exhibit 24.1 Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Oruganti Bharath
13785 RESEARCH BLVD.
SUITE 150
AUSTIN, TX 78750 |
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| SVP, Service Delivery |
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Signatures
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| /s/ M. Scott Kerr, as attorney-in-fact | | 3/27/2020 |
| **Signature of Reporting Person | Date |
Q2 (NYSE:QTWO)
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