Sec Form 4/A Filing - Mehok David J @ Q2 Holdings, Inc. - 2024-03-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Mehok David J
2. Issuer Name and Ticker or Trading Symbol
Q2 Holdings, Inc. [ QTWO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
10355 PECAN PARK BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2024
(Street)
AUSTIN, TX78729
4. If Amendment, Date Original Filed (MM/DD/YY)
03/14/2024
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 03/13/2024 S( 1 ) 2,453 D $ 50.1 ( 2 ) 221,484 ( 3 ) ( 4 ) 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
Mehok David J
10355 PECAN PARK BOULEVARD
AUSTIN, TX78729
Chief Financial Officer
Signatures
/s/ M. Scott Kerr, attorney-in-fact 03/20/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale reported on this Form 4 represents an Issuer mandated sale by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units, and it does not represent a discretionary trade by the Reporting Person.
( 2 )These shares were sold in a single transactions at the prices $50.095653 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 )Reported amount reduced by 4,786 units as comparted to reporting person's prior Form 4 reflecting forfeiture by reporting person of unearned units under the Market Stock Unit Grant dated March 3, 2021, which was originally reported on Form 4 at the time of grant using the total target number of units. Forfeited units represent target units that were not earned due to failure to attain the required performance measure (TSR relative to Russell 2000 Index) on one or more of the performance measure dates as of the end of the final performance period for the grant.
( 4 )This amendment is being filed to update column 5 to reflect additional award shares acquired on March 7, 2024, as reported on a late Form 4 filed March 20, 2024 .

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