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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
06/06/2024
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 06/06/2024 S 34,434(1) D $61.63(2) 672,818(3) I(4) By funds(5)
Common Stock 06/07/2024 S 34,825(6) D $61.24(7) 637,993(8) I(4) By funds(5)
Common Stock 40,662(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 10,686 shares sold by Adams Street 2006 Direct Fund, L.P., or AS 2006, 12,068 shares sold by Adams Street 2007 Direct Fund, L.P., or AS 2007, 4,043 shares sold by Adams Street 2008 Direct Fund, L.P., or AS 2008, 3,497 shares sold by Adams Street 2009 Direct Fund, L.P., or AS 2009, 1,987 shares sold by Adams Street 2010 Direct Fund, L.P., or AS 2010, 1,596 shares sold by Adams Street 2011 Direct Fund LP, or AS 2011, 127 shares sold by Adams Street Partnership Fund-2007 U.S. Fund, L.P., or AS 2007 US, 162 shares sold by Adams Street Partnership Fund-2008 U.S. Fund, L.P., or AS 2008 US, 144 shares sold by Adams Street Partnership Fund-2009 U.S. Fund, L.P., or AS 2009 US, 101 shares sold by Adams Street Partnership Fund-2010 U.S. Fund, L.P., or AS 2010 US, and 23 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 $61.22 to $62.03 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 208,809 shares held by AS 2006, 235,802 shares held by AS 2007, 79,000 shares held by AS 2008, 68,329 shares held by AS 2009, 38,814 shares held by AS 2010, 31,183 shares held by AS 2011, 2,473 shares held by AS 2007 US, 3,172 shares held by AS 2008 US, 2,814 shares held by AS 2009 US, 1,982 shares held by AS 2010 US, and 440 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 10,807 shares sold by AS 2006, 12,205 shares sold by AS 2007, 4,089 shares sold by AS 2008, 3,537 shares sold by AS 2009, 2,009 shares sold by AS 2010, 1,614 shares sold by AS 2011, 128 shares sold by AS 2007 US, 164 shares sold by AS 2008 US, 146 shares sold by AS 2009 US, 103 shares sold by AS 2010 US, and 23 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 $61.00 to $61.84 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 198,002 shares held by AS 2006, 223,597 shares held by AS 2007, 74,911 shares held by AS 2008, 64,792 shares held by AS 2009, 36,805 shares held by AS 2010, 29,569 shares held by AS 2011, 2,345 shares held by AS 2007 US, 3,008 shares held by AS 2008 US, 2,668 shares held by AS 2009 US, 1,879 shares held by AS 2010 US, and 417 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 4, 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 06/10/2024
** 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).
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 Number.
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