John E. Breeden - Mar 2, 2023 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 2, 2023
Transactions value $
$0
Form type
4
Date filed
3/6/2023, 03:50 PM
Previous filing
Mar 11, 2022
Next filing
Mar 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QTWO Common Stock Award $0 +53.4K +50.34% $0.00 159K Mar 2, 2023 Direct F1
transaction QTWO Common Stock Award $0 +26.7K +16.74% $0.00 186K Mar 2, 2023 Direct F2
transaction QTWO Common Stock Award $0 +26.7K +14.34% $0.00 213K Mar 2, 2023 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of stock acquired represent shares underlying Restricted Stock Units. The Restricted Stock Units vest annually in four equal installments beginning March 3, 2024.
F2 Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2014 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to a target performance metric for Adjusted EBITDA as a percentage of Non-GAAP Revenue for the 12 months ending December 31, 2024, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the second anniversary of the date of grant, with any earned shares up to 100% of the Target Amount vesting on such date, and any shares issuable pursuant to above-target attainment vesting on the third anniversary of the grant date.
F3 Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2014 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to target performance of Q2's common stock price as compared to the S&P Software & Services Select Index, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the third anniversary of the date of grant, with 0% to 200% of the Target Amount vesting on such date depending on the level of attainment.