SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DOYLE CHARLES T

(Last)

(First)

(Middle)

13785 RESEARCH BLVD.

SUITE 150

(Street)

AUSTIN

78750

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/19/2014

3. Issuer Name and Ticker or Trading Symbol
Q2 Holdings, Inc. [ QTWO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	27,860	I	By Texas Independent Bancshares, Inc.⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Junior Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	359,474	⁽²⁾	I	By Texas Independent Bancshares, Inc.⁽¹⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	6,537	⁽²⁾	I	By Texas Independent Bancshares, Inc.⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	19,005	⁽²⁾	I	By Texas Independent Bancshares, Inc.⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	20,262	⁽²⁾	I	By Texas Independent Bancshares, Inc.⁽¹⁾
Stock Option (right to buy)	04/01/2012⁽³⁾	07/13/2021	Common Stock	12,500	$1.74	D

Explanation of Responses:

1. Shares held by Texas Independent Bancshares, Inc. Mr. Doyle is the Chairman of the Board of Texas Independent Bancshares, Inc. and as such may be deemed to share voting and dispositive power over the shares held by Texas Independent Bancshares, Inc. Mr. Doyle disclaims beneficial ownership of the shares held by Texas Independent Bancshares, Inc., except to the extent of any pecuniary interest therein.

2. This Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. This Preferred Stock will automatically convert into Common Stock immediately prior to the closing of the Issuer's initial public offering.

3. This option grant vested as to 1/4 of the total option grant on April 1, 2012, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.

Remarks:

Exhibit Index24 Power of Attorney

	/s/ M. Scott Kerr, as attorney-in-fact	03/19/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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