SEC Form 4 · accession 0001144204-17-029838
Q2 Holdings, Inc. · QTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ADAMS STREET PARTNERS LLC
10% Owner
Period of report
May 24, 2017
Accepted (ET)
May 26, 2017 · 3:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001410384
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | May 24, 2017 | J | 14,808 | $0.00 | A | 3,443,275 | I | See footnote |
| Common StockF5,F6 | holding | — | — | — | 899 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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.
- F2Represents 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.
- F3The 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.
- F4(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.
- F5The 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.
- F6(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.