John E. Breeden - Mar 10, 2022 Form 4 Insider Report for Q2 Holdings, Inc. (QTWO)

Role: Chief Operating Officer
Signature: /s/ M. Scott Kerr, attorney-in-fact
Stock symbol: QTWO
Transactions as of: Mar 10, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/11/2022, 05:37 PM
Previous filing: Mar 7, 2022
Next filing: Mar 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QTWO	Common Stock	Award	$0	+28.9K	+59.82%	$0.00	77.2K	Mar 10, 2022	Direct	F1
transaction	QTWO	Common Stock	Award	$0	+28.9K	+37.43%	$0.00	106K	Mar 10, 2022	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents the target number ("Target Amount") of performance-based restricted stock units ("Units") under the 2014 Equity Incentive Plan. Subject to continued employment, one-third of the Target Amount (Scheduled Amount) is scheduled to vest after year two and two-thirds of the Target Amount is scheduled to vest after year three. On the second-year vest date, the number of Units that actually vests will be 0% to 100% of the Scheduled Amount and on the third-year vest date the number of Units that actually will vest will be 0% to 200% of the Target Amount, less the amount of any vesting in year two, 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.
F2	Shares of stock acquired represent shares underlying Restricted Stock Units. The Restricted Stock Units vest annually in four equal installments beginning March 3, 2023.

Content

Represents the target number ("Target Amount") of performance-based restricted stock units ("Units") under the 2014 Equity Incentive Plan. Subject to continued employment, one-third of the Target Amount (Scheduled Amount) is scheduled to vest after year two and two-thirds of the Target Amount is scheduled to vest after year three. On the second-year vest date, the number of Units that actually vests will be 0% to 100% of the Scheduled Amount and on the third-year vest date the number of Units that actually will vest will be 0% to 200% of the Target Amount, less the amount of any vesting in year two, 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.

Shares of stock acquired represent shares underlying Restricted Stock Units. The Restricted Stock Units vest annually in four equal installments beginning March 3, 2023.