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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Flake Matthew P

(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
X	Officer (give title below)	Other (specify below)
	President and CEO

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	356,212	D

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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	35,947	⁽¹⁾	D
Stock Option (right to buy)	03/01/2007⁽²⁾	03/06/2018	Common Stock	2,181	$0.29	D
Stock Option (right to buy)	03/01/2007⁽²⁾	03/06/2018	Common Stock	85,165	$0.29	D
Stock Option (right to buy)	03/01/2011⁽³⁾	05/05/2020	Common Stock	1,084	$0.84	D
Stock Option (right to buy)	12/07/2012⁽⁴⁾	12/07/2021	Common Stock	200,000	$3.1	D
Stock Option (right to buy)	01/24/2016⁽⁵⁾	01/24/2021	Common Stock	750,000	$8.35	D

Explanation of Responses:

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

2. This option grant vested as to 1/4 of the total option grant on March 1, 2007, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.

3. This option grant vested as to 1/4 of the total option grant on March 1, 2011, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.

4. This option grant vested as to 1/4 of the total option grant on December 7, 2012, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.

5. This option grant will vest as to 1/2 of the total option grant on January 24, 2016, and thereafter as to 1/32 of the total option grant monthly. The option grant becomes exercisable as it vests.

Remarks:

Exhibit Index - Exhibit 24 Power of Attorney

	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.