Kimberly Anne Rutledge - May 10, 2021 Form 4 Insider Report for Q2 Holdings, Inc. (QTWO)

Role: SVP, People
Signature: /s/ M. Scott Kerr, as attorney in fact
Stock symbol: QTWO
Transactions as of: May 10, 2021
Transactions value $: -$2,711,177
Form type: 4
Date filed: 5/12/2021, 04:39 PM
Next filing: Mar 7, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QTWO	Common Stock	Award	$0	+10.3K	+20.56%	$0.00	60.3K	May 10, 2021	Direct	F1
transaction	QTWO	Common Stock	Sale	-$1.38M	-14.6K	-24.26%	$94.31	45.7K	May 10, 2021	Direct	F2, F3
transaction	QTWO	Common Stock	Sale	-$1.33M	-14.3K	-31.19%	$93.40	31.4K	May 11, 2021	Direct	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares received, in excess of the target number ("Target Amount") of shares previously reported on Form 4, upon the final vesting of performance-based restricted stock units originally granted on March 8, 2018 ("Units"). As previously disclosed, subject to continued employment, one-third (1/3) of the Target Amount of shares was scheduled to vest annually. In each of the first two years the number of Units that actually vested was to be up to one-third (1/3) of the Target Amount, and in the third year the number of Units that actually could vest would be up 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.
F2	Includes shares sold to cover tax withholding obligations triggered upon lapse of restricted stock units.
F3	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.57 to $96.37 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.
F4	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.00 to $93.87 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.