Q2 (QTWO) Form 4 Q2 / Jeffrey T Diehl ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Diehl Jeffrey T

(Last) (First) (Middle)

1 NORTH WACKER DRIVE

SUITE 2700

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Q2 Holdings, Inc. [ QTWO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/16/2024		S		22,899(1)	D	$71.79(2)	557,310(3)	I(4)	By funds(5)
Common Stock	08/19/2024		S		24,836(6)	D	$72.49(7)	532,474(8)	I(4)	By funds(5)
Common Stock								44,519(9)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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 7,107 shares sold by Adams Street 2006 Direct Fund, L.P., or AS 2006, 8,025 shares sold by Adams Street 2007 Direct Fund, L.P., or AS 2007, 2,689 shares sold by Adams Street 2008 Direct Fund, L.P., or AS 2008, 2,326 shares sold by Adams Street 2009 Direct Fund, L.P., or AS 2009, 1,321 shares sold by Adams Street 2010 Direct Fund, L.P., or AS 2010, 1,061 shares sold by Adams Street 2011 Direct Fund LP, or AS 2011, 84 shares sold by Adams Street Partnership Fund-2007 U.S. Fund, L.P., or AS 2007 US, 108 shares sold by Adams Street Partnership Fund-2008 U.S. Fund, L.P., or AS 2008 US, 96 shares sold by Adams Street Partnership Fund-2009 U.S. Fund, L.P., or AS 2009 US, 67 shares sold by Adams Street Partnership Fund-2010 U.S. Fund, L.P., or AS 2010 US, and 15 shares sold by Adams Street Partnership Fund-2010 U.S. Fund Series B, L.P., or AS 2010 US Series B.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.22 to $72.10 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.

3. Represents 172,961 shares held by AS 2006, 195,321 shares held by AS 2007, 65,438 shares held by AS 2008, 56,598 shares held by AS 2009, 32,150 shares held by AS 2010, 25,830 shares held by AS 2011, 2,048 shares held by AS 2007 US, 2,627 shares held by AS 2008 US, 2,330 shares held by AS 2009 US, 1,642 shares held by AS 2010 US, and 365 shares held by AS 2010 US Series B.

4. Jeffrey T. Diehl disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein.

5. 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. Jeffrey T. 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.

6. Represents 7,709 shares sold by AS 2006, 8,704 shares sold by AS 2007, 2,916 shares sold by AS 2008, 2,522 shares sold by AS 2009, 1,433 shares sold by AS 2010, 1,151 shares sold by AS 2011, 91 shares sold by AS 2007 US, 117 shares sold by AS 2008 US, 104 shares sold by AS 2009 US, 73 shares sold by AS 2010 US, and 16 shares sold by AS 2010 US Series B.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.65 to $72.90 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.

8. Represents 165,252 shares held by AS 2006, 186,617 shares held by AS 2007, 62,522 shares held by AS 2008, 54,076 shares held by AS 2009, 30,717 shares held by AS 2010, 24,679 shares held by AS 2011, 1,957 shares held by AS 2007 US, 2,510 shares held by AS 2008 US, 2,226 shares held by AS 2009 US, 1,569 shares held by AS 2010 US, and 349 shares held by AS 2010 US Series B.

9. By agreement with AS 2006, AS 2007, AS 2008, AS 2009, AS 2010, and AS 2011 (each as defined in footnote 1, and collectively, the "Funds"), Mr. Diehl is deemed to hold the stock for the benefit of the Funds.

Remarks:

	/s/ M. Scott Kerr, attorney-in-fact	08/20/2024
	** 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).
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