SEC Form 4 · accession 0001410384-16-000309
Q2 Holdings, Inc. · QTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey T Diehl
Director · 10% Owner
Period of report
Aug 24, 2016
Accepted (ET)
Aug 26, 2016 · 5:53 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 StockF2,F3,F4 | Aug 24, 2016 | J | 23,443 | $0.00 | A | 6,572,928 | I | By funds |
| Common StockF5,F6,F7,F3,F4 | Aug 26, 2016 | S | 1,700,000 | $28.29 | D | 4,872,928 | I | By funds |
| Common Stock | holding | — | — | — | 899 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 3,908 shares received by Adams Street Partnership Fund - 2007 U.S. Fund, L.P. (AS 2007 US), 5,012 shares received by Adams Street Partnership Fund - 2008 U.S. Fund, L.P. (AS 2008 US), 4,447 shares received by Adams Street Partnership Fund - 2009 U.S. Fund, L.P. (AS 2009 US), 3,129 shares received by Adams Street Partnership Fund - 2010 U.S. Fund, L.P. (AS 2010 US), and 697 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 2,060,469 shares held by Adams Street 2006 Direct Fund, L.P. (AS 2006), 2,326,838 shares held by Adams Street 2007 Direct Fund, L.P. (AS 2007), 779,557 shares held by Adams Street 2008 Direct Fund, L.P. (AS 2008), 674,262 shares held by Adams Street 2009 Direct Fund, L.P. (AS 2009), 383,018 shares held by Adams Street 2010 Direct Fund, L.P. (AS 2010), 307,717 shares held by Adams Street 2011 Direct Fund LP (AS 2011), 7,914 shares held by AS 2007 US, 10,150 shares held by AS 2008 US, 9,006 shares held by AS 2009 US, 6,336 shares held by AS 2010 US, and 1,411 shares held by AS 2010 US Series B.
- F3Jeffrey T. Diehl disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein.
- F4The 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.
- F5Represents 533,420 shares sold by AS 2006, 602,378 shares sold by AS 2007, 201,814 shares sold by AS 2008, 174,555 shares sold by AS 2009, 99,157 shares sold by AS 2010, 79,663 shares sold by AS 2011, 2,049 shares sold by AS 2007 US, 2,628 shares sold by AS 2008 US, 2,331 shares sold by AS 2009 US, and 1,640 shares sold by AS 2010 US, 365 shares sold by AS 2010 US Series B.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.25 to $28.895 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.
- F7Represents 1,527,049 shares held by AS 2006, 1,724,460 shares held by AS 2007, 577,743 shares held by AS 2008, 499,707 shares held by AS 2009, 283,861 shares held by AS 2010, 228,054 shares held by AS 2011, 5,865 shares held by AS 2007 US, 7,522 shares held by AS 2008 US, 6,675 shares held by AS 2009 US, 4,696 shares held by AS 2010 US, and 1,046 shares held by AS 2010 US Series B.