Statement of Changes in Beneficial Ownership (4)
02 März 2021 - 11:22PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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Seale R. H. |
2. Issuer Name and Ticker or Trading Symbol
Q2 Holdings, Inc.
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QTWO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
13785 RESEARCH BLVD., SUITE 150 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2021 |
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(Street)
AUSTIN, TX 78750
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 3/1/2021 | | M | | 4615 | A | $13 | 13470 | D | |
| Common Stock | 3/1/2021 | | M | | 9615 | A | $13 | 23085 | D | |
| Common Stock | | | | | | | | 2718 | I | By Family Trust (2) (1) |
| Common Stock | | | | | | | | 378650 | I | By family Trust |
| Common Stock | | | | | | | | 2719 | I | By Family Trust (1) |
| Common Stock | | | | | | | | 832454 | I | By RHS Investments-I, L.P. (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Stock Option (right to buy) | $13.0 | 3/1/2021 | | M | | | 4615 | 4/19/2014 (3) | 3/19/2024 | Common Stock | 4615.0 | $0 | 0 | D | |
| Stock Option (right to buy) | $13.0 | 3/1/2021 | | M | | | 9615 | 4/19/2014 (4) | 3/19/2024 | Common Stock | 9615.0 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | These shares are held in trust for the benefit of a child of the reporting person. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| (2) | Shares held by RHS Investments-I, L.P. Seale, Inc. is the general partner of RHS Investments-I, L.P. R.H. "Hank" Seale, III is the president of Seale, Inc. and has voting and dispositive power over the shares held by RHS Investments-I, L.P. |
| (3) | The option grant vested and became exercisable in equal monthly installments over 12 months beginning on April 19, 2014. |
| (4) | The option grant vested and became exercisable in equal monthly installments over 36 months beginning on April 19, 2014. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Seale R. H.
13785 RESEARCH BLVD.
SUITE 150
AUSTIN, TX 78750 | X |
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Signatures
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| /s/ M. Scott Kerr, attorney-in-fact | | 3/2/2021 |
| **Signature of Reporting Person | Date |
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