Statement of Changes in Beneficial Ownership (4)
11 März 2021 - 12:36AM
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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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
*
Benton Barry G |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, General Counsel |
(Last)
(First)
(Middle)
13785 RESEARCH BLVD., SUITE 150 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/8/2021 |
(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 | 3/8/2021 | | A(1) | | 9897 | A | $0 | 39843 | D | |
Common Stock | 3/9/2021 | | S(2) | | 2137 (3) | D | $110.93 (4) | 37706 | 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. 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 |
Explanation of Responses: |
(1) | Represents shares received, in excess of the target number ("Target Amount") of shares previously reported on Form 4, upon the final vesting of performance-based restricted stock units originally granted on March 8, 2018 ("Units"). As previously disclosed, subject to continued employment, one-third (1/3) of the Target Amount of shares was scheduled to vest annually. In each of the first two years the number of Units that actually vested was to be up to one-third (1/3) of the Target Amount, and in the third year the number of Units that actually could vest would be up 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. |
(2) | Shares sold pursuant to Reporting Person's 10b5-1 Trading Plan. |
(3) | Includes shares sold to cover tax withholding obligations triggered upon lapse of restricted stock units. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.75 to $111.89 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Benton Barry G 13785 RESEARCH BLVD. SUITE 150 AUSTIN, TX 78750 |
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| SVP, General Counsel |
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Signatures
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/s/ M. Scott Kerr, attorney-in-fact | | 3/10/2021 |
**Signature of Reporting Person | Date |
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