Sec Form 4 Filing - ADAMS STREET PARTNERS LLC @ Q2 Holdings, Inc. - 2017-05-24

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ADAMS STREET PARTNERS LLC
2. Issuer Name and Ticker or Trading Symbol
Q2 Holdings, Inc. [ QTWO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE NORTH WACKER DRIVE, SUITE 2200
3. Date of Earliest Transaction (MM/DD/YY)
05/24/2017
(Street)
CHICAGO, IL60606
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/24/2017 J 14,808 ( 1 ) A $ 0 3,443,275 ( 2 ) I See footnote ( 3 ) ( 4 )
Common Stock 899 I See footnote ( 5 ) ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADAMS STREET PARTNERS LLC
ONE NORTH WACKER DRIVE
SUITE 2200
CHICAGO, IL60606
X
Signatures
/s/ Sara Robinson Dasse 05/26/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 3,366 shares received by Adams Street Partnership Fund - 2007 U.S. Fund, L.P. (AS 2007 US), 4,317 shares received by Adams Street Partnership Fund - 2008 U.S. Fund, L.P. (AS 2008 US), 3,830 shares received by Adams Street Partnership Fund - 2009 U.S. Fund, L.P. (AS 2009 US), 2,695 shares received by Adams Street Partnership Fund - 2010 U.S. Fund, L.P. (AS 2010 US), and 600 shares received by Adams Street Partnership Fund - 2010 U.S. Fund - Series B, L.P. (AS 2010 US Series B), in each case, for no consideration as part of a pro-rata distribution of shares by a fund controlled by Battery Ventures.
( 2 )Represents 1,068,616 shares held by Adams Street 2006 Direct Fund, L.P. (AS 2006), 1,206,764 shares held by Adams Street 2007 Direct Fund, L.P. (AS 2007), 404,299 shares held by Adams Street 2008 Direct Fund, L.P. (AS 2008), 349,690 shares held by Adams Street 2009 Direct Fund, L.P. (AS 2009), 198,644 shares held by Adams Street 2010 Direct Fund, L.P. (AS 2010), 159,589 shares held by Adams Street 2011 Direct Fund LP (AS 2011), 12,653 shares held by AS 2007 US, 16,230 shares held by AS 2008 US, 14,400 shares held by AS 2009 US, 10,132 shares held by AS 2010 US, and 2,258 shares held by AS 2010 US Series B.
( 3 )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 (the aforementioned funds, the "Funds") 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.
( 4 )(Continued from Footnote 3) Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to share voting and dispositive power over the shares held by the Funds. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by the Funds except to the extent of their pecuniary interest therein.
( 5 )The shares are held by Jeffrey T. Diehl, who is a partner of Adams Street Partners, LLC ("ASP"). ASP is 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 (the aforementioned direct funds, the "Direct Funds"), and the general partner of AS 2007 US, AS 2008 US, AS 2009 US, AS 2010 US, and AS 2010 US Series B. By agreement with the Direct Funds, Mr. Diehl is deemed to hold the shares for the benefit of the Direct Funds.
( 6 )(Continued from Footnote 5) The shares may be deemed to be beneficially owned by ASP. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of ASP (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares. ASP and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein.

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