Statement of Changes in Beneficial Ownership (4)
15 März 2021 - 5:11PM
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
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Diehl Jeffrey T |
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)
1 NORTH WACKER DRIVE, SUITE 2700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/11/2021 |
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(Street)
CHICAGO, IL 60606
(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 | 3/11/2021 | | M | | 9615 | A | $13 | 19979 (1)(2) | D | |
| Common Stock | | | | | | | | 777562 (3) | I (1) | By funds (4) |
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 | 3/11/2021 | | M | | | 9615 | 4/19/2014 (5) | 3/19/2021 | Common Stock | 9615.0 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | Jeffrey T. Diehl disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein. |
| (2) | By agreement with AS 2006, AS 2007, AS 2008, AS 2009, AS 2010, and AS 2011 (each as defined in footnote 3, and collectively, the "Funds"), Mr. Diehl is deemed to hold the stock for the benefit of the Funds. |
| (3) | Represents 241,315 shares held by Adams Street 2006 Direct Fund, L.P., or AS 2006, 272,512 shares held by Adams Street 2007 Direct Fund, L.P., or AS 2007, 91,298 shares held by Adams Street 2008 Direct Fund, L.P., or AS 2008, 78,966 shares held by Adams Street 2009 Direct Fund, L.P., or AS 2009, 44,858 shares held by Adams Street 2010 Direct Fund, L.P., or AS 2010, 36,038 shares held by Adams Street 2011 Direct Fund LP, or AS 2011, 2,859 shares held by Adams Street Partnership Fund-2007 U.S. Fund, L.P., or AS 2007 US, 3,666 shares held by Adams Street Partnership Fund-2008 U.S. Fund, L.P., or AS 2008 US, 3,252 shares held by Adams Street Partnership Fund-2009 U.S. Fund, L.P., or AS 2009 US, 2,289 shares held by Adams Street Partnership Fund-2010 U.S. Fund, L.P., or AS 2010 US, and 509 shares held by Adams Street Partnership Fund-2010 U.S. Fund Series B, L.P., or AS 2010 US Series B. |
| (4) | 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. Mr. 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. |
| (5) | The option grant became fully vested on March 19, 2017. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Diehl Jeffrey T
1 NORTH WACKER DRIVE
SUITE 2700
CHICAGO, IL 60606 | X |
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Signatures
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| /s/ M. Scott Kerr, attorney-in-fact | | 3/15/2021 |
| **Signature of Reporting Person | Date |
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