SEC Form 4 · accession 0001410384-19-000042
Q2 Holdings, Inc. · QTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam D Blue
Officer — Chief Technology Officer
Period of report
Mar 6, 2019
Accepted (ET)
Mar 8, 2019 · 5:27 pm EST
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 | Mar 6, 2019 | A | 16,967 | $0.00 | A | 69,857 | D | |
| Common StockF2 | Mar 6, 2019 | A | 16,967 | $0.00 | A | 86,824 | D | |
| Common StockF4,F5 | Mar 6, 2019 | S | 4,750 | $67.05 | D | 82,074 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a grant of performance-based restricted stock units ("Units") under the 2014 Equity Incentive Plan. The target number of Units is presented in the table ("Target Amount"). Subject to continued employment, one-third (1/3) of the Target Amount is scheduled to vest annually ("Scheduled Amount"), on or about March 6th of each of 2020, 2021 and 2022. In each of the first two years the number of Units that actually vests will be 0% to 100% of the Scheduled Amount, and in the third year the number of Units that actually will vest will be 0% to 200% of the Target Amount, less the amount of any vesting in the first two years, in each case depending upon the performance of Q2 Holdings, Inc.'s common stock price as compared to the Russell 2000 Index, as more specifically set forth in the grant agreement. The maximum number of Units that may vest over three years is 200% of the Target Amount. Vested Units will be paid in an equal number of shares of Q2 Holdings, Inc. common stock.
- F2Shares of stock acquired represent shares underlying Restricted Stock Units. The Restricted Stock Units vest annually in four equal installments beginning March 3, 2020.
- F3Shares sold pursuant to Reporting Person's 10b5-1 Trading Plan.
- F4Includes shares sold to cover tax withholding obligations triggered upon lapse of restricted stock units.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.36 to $68.42 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.