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)
08/26/2024
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 08/26/2024 S 28,005(1) D $75.25(2) 397,702(3) I(4) By funds(5)
Common Stock 08/27/2024 S 22,867(6) D $74.35(7) 374,835(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 8,692 shares sold by Adams Street 2006 Direct Fund, L.P., or AS 2006, 9,815 shares sold by Adams Street 2007 Direct Fund, L.P., or AS 2007, 3,288 shares sold by Adams Street 2008 Direct Fund, L.P., or AS 2008, 2,844 shares sold by Adams Street 2009 Direct Fund, L.P., or AS 2009, 1,616 shares sold by Adams Street 2010 Direct Fund, L.P., or AS 2010, 1,298 shares sold by Adams Street 2011 Direct Fund LP, or AS 2011, 103 shares sold by Adams Street Partnership Fund-2007 U.S. Fund, L.P., or AS 2007 US, 132 shares sold by Adams Street Partnership Fund-2008 U.S. Fund, L.P., or AS 2008 US, 117 shares sold by Adams Street Partnership Fund-2009 U.S. Fund, L.P., or AS 2009 US, 82 shares sold by Adams Street Partnership Fund-2010 U.S. Fund, L.P., or AS 2010 US, and 18 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 $74.82 to $75.87 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 123,427 shares held by AS 2006, 139,383 shares held by AS 2007, 46,698 shares held by AS 2008, 40,389 shares held by AS 2009, 22,941 shares held by AS 2010, 18,432 shares held by AS 2011, 1,462 shares held by AS 2007 US, 1,875 shares held by AS 2008 US, 1,662 shares held by AS 2009 US, 1,172 shares held by AS 2010 US, and 261 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 7,097 shares sold by AS 2006, 8,014 shares sold by AS 2007, 2,685 shares sold by AS 2008, 2,322 shares sold by AS 2009, 1,319 shares sold by AS 2010, 1,060 shares sold by AS 2011, 84 shares sold by AS 2007 US, 108 shares sold by AS 2008 US, 96 shares sold by AS 2009 US, 67 shares sold by AS 2010 US, and 15 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 $73.31 to $74.84 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 116,330 shares held by AS 2006, 131,369 shares held by AS 2007, 44,013 shares held by AS 2008, 38,067 shares held by AS 2009, 21,622 shares held by AS 2010, 17,372 shares held by AS 2011, 1,378 shares held by AS 2007 US, 1,767 shares held by AS 2008 US, 1,566 shares held by AS 2009 US, 1,105 shares held by AS 2010 US, and 246 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 08/28/2024
** 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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