Matthew P. Flake - Jan 22, 2024 Form 4 Insider Report for Q2 Holdings, Inc. (QTWO)

Role
Chief Executive Officer, Director
Signature
/s/ M. Scott Kerr, attorney-in-fact
Stock symbol
QTWO
Transactions as of
Jan 22, 2024
Transactions value $
-$129,039
Form type
4
Date filed
1/24/2024, 05:55 PM
Previous filing
Mar 8, 2023
Next filing
Feb 6, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QTWO Common Stock Options Exercise $275K +7.67K +1.52% $35.80 512K Jan 22, 2024 Direct
transaction QTWO Common Stock Sale -$345K -7.67K -1.5% $45.00 505K Jan 22, 2024 Direct F1, F2
transaction QTWO Common Stock Options Exercise $227K +6.35K +1.26% $35.80 511K Jan 23, 2024 Direct
transaction QTWO Common Stock Sale -$286K -6.35K -1.32% $45.00 473K Jan 23, 2024 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction QTWO Stock Option (right to buy) Options Exercise $0 -7.67K -4.15% $0.00 177K Jan 22, 2024 Common Stock 7.67K $35.80 Direct F4
transaction QTWO Stock Option (right to buy) Options Exercise $0 -6.35K -3.59% $0.00 171K Jan 23, 2024 Common Stock 6.35K $35.80 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on June 16, 2023 and involves the exercise of options originally granted on February 17, 2017 and which expire on February 21, 2024.
F2 These shares were sold in multiple transactions at the prices $45.00 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.
F3 Reported amount reduced by 31,358 units as comparted to reporting person's prior Form 4 reflecting forfeiture by reporting person of unearned units under the Market Stock Unit Grant dated March 13, 2020, which was originally reported on Form 4 at the time of grant using the total target number of units. Forfeited units represent target units that were not earned due to failure to attain the required performance measure (TSR relative to Russell 2000 Index) on one or more of the performance measure dates as of the end of the final performance period for the grant.
F4 This option grant vested as to 1/4 of the total option grant on February 21, 2018, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.