<SEC-DOCUMENT>0001410384-24-000111.txt : 20240531
<SEC-HEADER>0001410384-24-000111.hdr.sgml : 20240531
<ACCEPTANCE-DATETIME>20240531160940
ACCESSION NUMBER: 0001410384-24-000111
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240529
FILED AS OF DATE: 20240531
DATE AS OF CHANGE: 20240531
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Diehl Jeffrey T
CENTRAL INDEX KEY: 0001597881
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36350
FILM NUMBER: 241009734
MAIL ADDRESS:
STREET 1: ONE NORTH WACKER DRIVE
STREET 2: SUITE 2200
CITY: CHICAGO
STATE: IL
ZIP: 60606-2823
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Q2 Holdings, Inc.
CENTRAL INDEX KEY: 0001410384
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 202706637
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10355 PECAN PARK BOULEVARD
CITY: Austin
STATE: TX
ZIP: 78729
BUSINESS PHONE: 1-833-444-3469
MAIL ADDRESS:
STREET 1: 10355 PECAN PARK BOULEVARD
CITY: Austin
STATE: TX
ZIP: 78729
FORMER COMPANY:
FORMER CONFORMED NAME: CBG Holdings, Inc.
DATE OF NAME CHANGE: 20120103
FORMER COMPANY:
FORMER CONFORMED NAME: CBG Holdings Inc
DATE OF NAME CHANGE: 20070821
</SEC-HEADER>
<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>wk-form4_1717186169.xml
<DESCRIPTION>FORM 4
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>
<schemaVersion>X0508</schemaVersion>
<documentType>4</documentType>
<periodOfReport>2024-05-29</periodOfReport>
<notSubjectToSection16>0</notSubjectToSection16>
<issuer>
<issuerCik>0001410384</issuerCik>
<issuerName>Q2 Holdings, Inc.</issuerName>
<issuerTradingSymbol>QTWO</issuerTradingSymbol>
</issuer>
<reportingOwner>
<reportingOwnerId>
<rptOwnerCik>0001597881</rptOwnerCik>
<rptOwnerName>Diehl Jeffrey T</rptOwnerName>
</reportingOwnerId>
<reportingOwnerAddress>
<rptOwnerStreet1>1 NORTH WACKER DRIVE</rptOwnerStreet1>
<rptOwnerStreet2>SUITE 2700</rptOwnerStreet2>
<rptOwnerCity>CHICAGO</rptOwnerCity>
<rptOwnerState>IL</rptOwnerState>
<rptOwnerZipCode>60606</rptOwnerZipCode>
<rptOwnerStateDescription></rptOwnerStateDescription>
</reportingOwnerAddress>
<reportingOwnerRelationship>
<isDirector>1</isDirector>
<isOfficer>0</isOfficer>
<isTenPercentOwner>0</isTenPercentOwner>
<isOther>0</isOther>
</reportingOwnerRelationship>
</reportingOwner>
<aff10b5One>0</aff10b5One>
<nonDerivativeTable>
<nonDerivativeTransaction>
<securityTitle>
<value>Common Stock</value>
</securityTitle>
<transactionDate>
<value>2024-05-29</value>
</transactionDate>
<transactionCoding>
<transactionFormType>4</transactionFormType>
<transactionCode>S</transactionCode>
<equitySwapInvolved>0</equitySwapInvolved>
</transactionCoding>
<transactionAmounts>
<transactionShares>
<value>27248</value>
<footnoteId id="F1"/>
</transactionShares>
<transactionPricePerShare>
<value>62.51</value>
<footnoteId id="F2"/>
</transactionPricePerShare>
<transactionAcquiredDisposedCode>
<value>D</value>
</transactionAcquiredDisposedCode>
</transactionAmounts>
<postTransactionAmounts>
<sharesOwnedFollowingTransaction>
<value>750314</value>
<footnoteId id="F3"/>
</sharesOwnedFollowingTransaction>
</postTransactionAmounts>
<ownershipNature>
<directOrIndirectOwnership>
<value>I</value>
<footnoteId id="F4"/>
</directOrIndirectOwnership>
<natureOfOwnership>
<value>By funds</value>
<footnoteId id="F5"/>
</natureOfOwnership>
</ownershipNature>
</nonDerivativeTransaction>
<nonDerivativeTransaction>
<securityTitle>
<value>Common Stock</value>
</securityTitle>
<transactionDate>
<value>2024-05-30</value>
</transactionDate>
<transactionCoding>
<transactionFormType>4</transactionFormType>
<transactionCode>S</transactionCode>
<equitySwapInvolved>0</equitySwapInvolved>
</transactionCoding>
<transactionAmounts>
<transactionShares>
<value>26272</value>
<footnoteId id="F6"/>
</transactionShares>
<transactionPricePerShare>
<value>61.40</value>
<footnoteId id="F7"/>
</transactionPricePerShare>
<transactionAcquiredDisposedCode>
<value>D</value>
</transactionAcquiredDisposedCode>
</transactionAmounts>
<postTransactionAmounts>
<sharesOwnedFollowingTransaction>
<value>724042</value>
<footnoteId id="F8"/>
</sharesOwnedFollowingTransaction>
</postTransactionAmounts>
<ownershipNature>
<directOrIndirectOwnership>
<value>I</value>
<footnoteId id="F4"/>
</directOrIndirectOwnership>
<natureOfOwnership>
<value>By funds</value>
<footnoteId id="F5"/>
</natureOfOwnership>
</ownershipNature>
</nonDerivativeTransaction>
<nonDerivativeHolding>
<securityTitle>
<value>Common Stock</value>
</securityTitle>
<postTransactionAmounts>
<sharesOwnedFollowingTransaction>
<value>40662</value>
<footnoteId id="F9"/>
</sharesOwnedFollowingTransaction>
</postTransactionAmounts>
<ownershipNature>
<directOrIndirectOwnership>
<value>D</value>
</directOrIndirectOwnership>
</ownershipNature>
</nonDerivativeHolding>
</nonDerivativeTable>
<derivativeTable></derivativeTable>
<footnotes>
<footnote id="F1">Represents 8,457 shares sold by Adams Street 2006 Direct Fund, L.P., or AS 2006, 9,550 shares sold by Adams Street 2007 Direct Fund, L.P., or AS 2007, 3,199 shares sold by Adams Street 2008 Direct Fund, L.P., or AS 2008, 2,767 shares sold by Adams Street 2009 Direct Fund, L.P., or AS 2009, 1,572 shares sold by Adams Street 2010 Direct Fund, L.P., or AS 2010, 1,263 shares sold by Adams Street 2011 Direct Fund LP, or AS 2011, 100 shares sold by Adams Street Partnership Fund-2007 U.S. Fund, L.P., or AS 2007 US, 128 shares sold by Adams Street Partnership Fund-2008 U.S. Fund, L.P., or AS 2008 US, 114 shares sold by Adams Street Partnership Fund-2009 U.S. Fund, L.P., or AS 2009 US, 80 shares sold by Adams Street Partnership Fund-2010 U.S. Fund, L.P., or AS 2010 US, and 18 shares sold by Adams Street Partnership Fund-2010 U.S. Fund Series B, L.P., or AS 2010 US Series B.</footnote>
<footnote id="F2">The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.3 to $62.62 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.</footnote>
<footnote id="F3">Represents 232,858 shares held by AS 2006, 262,962 shares held by AS 2007, 88,099 shares held by AS 2008, 76,199 shares held by AS 2009, 43,286 shares held by AS 2010, 34,775 shares held by AS 2011, 2,759 shares held by AS 2007 US, 3,538 shares held by AS 2008 US, 3,138 shares held by AS 2009 US, 2,209 shares held by AS 2010 US, and 491 shares held by AS 2010 US Series B.</footnote>
<footnote id="F4">Jeffrey T. Diehl disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein.</footnote>
<footnote id="F5">The 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.</footnote>
<footnote id="F6">Represents 8,152 shares sold by AS 2006, 9,208 shares sold by AS 2007, 3,085 shares sold by AS 2008, 2,668 shares sold by AS 2009, 1,516 shares sold by AS 2010, 1,218 shares sold by AS 2011, 97 shares sold by AS 2007 US, 124 shares sold by AS 2008 US, 110 shares sold by AS 2009 US, 77 shares sold by AS 2010 US, and 17 shares sold by AS 2010 US Series B.</footnote>
<footnote id="F7">The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.00to $62.19 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.</footnote>
<footnote id="F8">Represents 224,706 shares held by AS 2006, 253,754 shares held by AS 2007, 85,014 shares held by AS 2008, 73,531 shares held by AS 2009, 41,770 shares held by AS 2010, 33,557 shares held by AS 2011, 2,662 shares held by AS 2007 US, 3,414 shares held by AS 2008 US, 3,028 shares held by AS 2009 US, 2,132 shares held by AS 2010 US, and 474 shares held by AS 2010 US Series B.</footnote>
<footnote id="F9">By agreement with AS 2006, AS 2007, AS 2008, AS 2009, AS 2010, and AS 2011 (the "Funds"), Mr. Diehl is deemed to hold the stock for the benefit of the Funds.</footnote>
</footnotes>
<remarks></remarks>
<ownerSignature>
<signatureName>/s/ M. Scott Kerr, attorney-in-fact</signatureName>
<signatureDate>2024-05-31</signatureDate>
</ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>