Statement of Changes in Beneficial Ownership (4)
06 März 2023 - 10:51PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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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Breeden John E |
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)
Chief Operating Officer |
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(Last)
(First)
(Middle)
10355 PECAN PARK BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2023 |
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(Street)
AUSTIN, TX 78729
(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 | 3/2/2023 | | A | | 53392 (1) | A | $0 | 159455 | D | |
| Common Stock | 3/2/2023 | | A | | 26696 (2) | A | $0 | 186151 | D | |
| Common Stock | 3/2/2023 | | A | | 26696 (3) | A | $0 | 212847 | 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) | Shares of stock acquired represent shares underlying Restricted Stock Units. The Restricted Stock Units vest annually in four equal installments beginning March 3, 2024. |
| (2) | Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2014 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to a target performance metric for Adjusted EBITDA as a percentage of Non-GAAP Revenue for the 12 months ending December 31, 2024, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the second anniversary of the date of grant, with any earned shares up to 100% of the Target Amount vesting on such date, and any shares issuable pursuant to above-target attainment vesting on the third anniversary of the grant date. |
| (3) | Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2014 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to target performance of Q2's common stock price as compared to the S&P Software & Services Select Index, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the third anniversary of the date of grant, with 0% to 200% of the Target Amount vesting on such date depending on the level of attainment. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Breeden John E
10355 PECAN PARK BOULEVARD
AUSTIN, TX 78729 |
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| Chief Operating Officer |
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Signatures
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| /s/ M. Scott Kerr, attorney-in-fact | | 3/6/2023 |
| **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 control number. |
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