Sec Form 4 Filing - Diehl Jeffrey T @ Q2 Holdings, Inc. - 2020-08-31

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 Diehl Jeffrey T 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) (Last) (First) (Middle) 1 NORTH WACKER DRIVE, SUITE 2700 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2020 (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 08/31/2020 S( 1 ) 55,000 D $ 97.47 ( 2 ) 1,022,562 ( 3 ) I ( 4 ) By funds ( 5 ) Common Stock 09/01/2020 S( 6 ) 145,000 D $ 99.83 ( 7 ) 877,562 ( 8 ) I ( 4 ) By funds ( 5 ) Common Stock 10,364 ( 4 ) ( 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 (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 Diehl Jeffrey T 1 NORTH WACKER DRIVE SUITE 2700 CHICAGO, IL60606 X Signatures /s/ M. Scott Kerr, attorney-in-fact 09/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 17,069 shares sold by Adams Street 2006 Direct Fund, L.P., or AS 2006, 19,276 shares sold by Adams Street 2007 Direct Fund, L.P., or AS 2007, 6,458 shares sold by Adams Street 2008 Direct Fund, L.P., or AS 2008, 5,586 shares sold by Adams Street 2009 Direct Fund, L.P., or AS 2009, 3,173 shares sold by Adams Street 2010 Direct Fund, L.P., or AS 2010, 2,549 shares sold by Adams Street 2011 Direct Fund LP, or AS 2011, 202 shares sold by Adams Street Partnership Fund-2007 U.S. Fund, L.P., or AS 2007 US, 259 shares sold by Adams Street Partnership Fund-2008 U.S. Fund, L.P., or AS 2008 US, 230 shares sold by Adams Street Partnership Fund-2009 U.S. Fund, L.P., or AS 2009 US, 162 shares sold by Adams Street Partnership Fund-2010 U.S. Fund, L.P., or AS 2010 US, and 36 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 $97.26 to $97.89 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 317,351 shares held by AS 2006, 358,377 shares held by AS 2007, 120,066 shares held by AS 2008, 103,848 shares held by AS 2009, 58,992 shares held by AS 2010, 47,394 shares held by AS 2011, 3,758 shares held by AS 2007 US, 4,820 shares held by AS 2008 US, 4,276 shares held by AS 2009 US, 3,009 shares held by AS 2010 US, and 671 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. Mr. 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 45,001 shares sold by AS 2006, 50,818 shares sold by AS 2007, 17,026 shares sold by AS 2008, 14,726 shares sold by AS 2009, 8,365 shares sold by AS 2010, 6,721 shares sold by AS 2011, 532 shares sold by AS 2007 US, 683 shares sold by AS 2008 US, 606 shares sold by AS 2009 US, 426 shares sold by AS 2010 US, and 96 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 $97.35 to $101.06 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 272,350 shares held by AS 2006, 307,559 shares held by AS 2007, 103,040 shares held by AS 2008, 89,122 shares held by AS 2009, 50,627 shares held by AS 2010, 40,673 shares held by AS 2011, 3,226 shares held by AS 2007 US, 4,137 shares held by AS 2008 US, 3,670 shares held by AS 2009 US, 2,583 shares held by AS 2010 US, and 575 shares held AS 2010 US Series B. ( 9 )By agreement with AS 2006, AS 2007, AS 2008, AS 2009, AS 2010, and AS 2011 (the "Funds"), Mr. Diehl is deemed to hold the stock for the benefit of the Funds.

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