Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

ADAMS STREET PARTNERS LLC

2. Date of Event Requiring Statement (MM/DD/YYYY) 3/19/2014

3. Issuer Name and Ticker or Trading Symbol

Q2 Holdings, Inc. [QTWO]

(Last) (First) (Middle)

1 NORTH WACKER DRIVE, SUITE 2200

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

CHICAGO, IL 60606

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	37383	I	By Adams Street 2006 Direct Fund, L.P. ⁽¹⁾
Common Stock	42217	I	By Adams Street 2007 Direct Fund, L.P. ⁽²⁾
Common Stock	321346	I	By Adams Street 2008 Direct Fund, L.P. ⁽³⁾
Common Stock	277942	I	By Adams Street 2009 Direct Fund, L.P. ⁽⁴⁾
Common Stock	157887	I	By Adams Street 2010 Direct Fund, L.P. ⁽⁵⁾
Common Stock	126846	I	By Adams Street 2011 Direct Fund LP ⁽⁶⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Junior Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	25673	⁽⁷⁾	I	By Adams Street 2008 Direct Fund, L.P. ⁽³⁾
Junior Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	22206	⁽⁷⁾	I	By Adams Street 2009 Direct Fund, L.P. ⁽⁴⁾
Junior Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	12614	⁽⁷⁾	I	By Adams Street 2010 Direct Fund, L.P. ⁽⁵⁾
Junior Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	10134	⁽⁷⁾	I	By Adams Street 2011 Direct Fund LP ⁽⁶⁾
Series A Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	2780677	⁽⁷⁾	I	By Adams Street 2006 Direct Fund, L.P. ⁽¹⁾
Series A Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	3140150	⁽⁷⁾	I	By Adams Street 2007 Direct Fund, L.P. ⁽²⁾
Series A Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	225496	⁽⁷⁾	I	By Adams Street 2008 Direct Fund, L.P. ⁽³⁾
Series A Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	195037	⁽⁷⁾	I	By Adams Street 2009 Direct Fund, L.P. ⁽⁴⁾
Series A Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	110792	⁽⁷⁾	I	By Adams Street 2010 Direct Fund, L.P. ⁽⁵⁾
Series A Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	89010	⁽⁷⁾	I	By Adams Street 2011 Direct Fund LP ⁽⁶⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	231030	⁽⁷⁾	I	By Adams Street 2006 Direct Fund, L.P. ⁽¹⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	260896	⁽⁷⁾	I	By Adams Street 2007 Direct Fund, L.P. ⁽²⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	423012	⁽⁷⁾	I	By Adams Street 2008 Direct Fund, L.P. ⁽³⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	365876	⁽⁷⁾	I	By Adams Street 2009 Direct Fund, L.P. ⁽⁴⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	207837	⁽⁷⁾	I	By Adams Street 2010 Direct Fund, L.P. ⁽⁵⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	166977	⁽⁷⁾	I	By Adams Street 2011 Direct Fund LP ⁽⁶⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	27188	⁽⁷⁾	I	By Adams Street 2006 Direct Fund, L.P. ⁽¹⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	30703	⁽⁷⁾	I	By Adams Street 2007 Direct Fund, L.P. ⁽²⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	168350	⁽⁷⁾	I	By Adams Street 2008 Direct Fund, L.P. ⁽³⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	145611	⁽⁷⁾	I	By Adams Street 2009 Direct Fund, L.P. ⁽⁴⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	82715	⁽⁷⁾	I	By Adams Street 2010 Direct Fund, L.P. ⁽⁵⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	66453	⁽⁷⁾	I	By Adams Street 2011 Direct Fund LP ⁽⁶⁾

Explanation of Responses:
( 1)	The reported securities are owned directly by Adams Street 2006 Direct Fund, L.P. ("AS 2006") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2006. The securities owned by AS 2006 (the "Shares") may be deemed to be beneficially owned by Adams Street Partners, LLC. David Brett, Jeffrey T. Diehl, Elisha P. Gould, Michael S. Lynn, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the Shares. Adams Street Partners, LLC and David Brett, Jeffrey T. Diehl, Elisha P. Gould, Michael S. Lynn, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
( 2)	The reported securities are owned directly by Adams Street 2007 Direct Fund, L.P. ("AS 2007") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2007. The securities owned by AS 2007 (the "Shares") may be deemed to be beneficially owned by Adams Street Partners, LLC. David Brett, Jeffrey T. Diehl, Elisha P. Gould, Michael S. Lynn, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the Shares. Adams Street Partners, LLC and David Brett, Jeffrey T. Diehl, Elisha P. Gould, Michael S. Lynn, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
( 3)	The reported securities are owned directly by Adams Street 2008 Direct Fund, L.P. ("AS 2008") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2008. The securities owned by AS 2008 (the "Shares") may be deemed to be beneficially owned by Adams Street Partners, LLC. David Brett, Jeffrey T. Diehl, Elisha P. Gould, Michael S. Lynn, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the Shares. Adams Street Partners, LLC and David Brett, Jeffrey T. Diehl, Elisha P. Gould, Michael S. Lynn, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
( 4)	The reported securities are owned directly by Adams Street 2009 Direct Fund, L.P. ("AS 2009") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2009. The securities owned by AS 2009 (the "Shares") may be deemed to be beneficially owned by Adams Street Partners, LLC. David Brett, Jeffrey T. Diehl, Elisha P. Gould, Michael S. Lynn, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the Shares. Adams Street Partners, LLC and David Brett, Jeffrey T. Diehl, Elisha P. Gould, Michael S. Lynn, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
( 5)	The reported securities are owned directly by Adams Street 2010 Direct Fund, L.P. ("AS 2010") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2010. The securities owned by AS 2010 (the "Shares") may be deemed to be beneficially owned by Adams Street Partners, LLC. David Brett, Jeffrey T. Diehl, Elisha P. Gould, Michael S. Lynn, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the Shares. Adams Street Partners, LLC and David Brett, Jeffrey T. Diehl, Elisha P. Gould, Michael S. Lynn, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
( 6)	The reported securities are owned directly by Adams Street 2011 Direct Fund LP ("AS 2011") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2011's general partner. The securities owned by AS 2011 (the "Shares") may be deemed to be beneficially owned by Adams Street Partners, LLC. David Brett, Jeffrey T. Diehl, Elisha P. Gould, Michael S. Lynn, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the Shares. Adams Street Partners, LLC and David Brett, Jeffrey T. Diehl, Elisha P. Gould, Michael S. Lynn, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
( 7)	Each of the Junior Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock"), respectively, is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Preferred Stock will automatically convert into Common Stock immediately prior to the closing of the Issuer's initial public offering.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ADAMS STREET PARTNERS LLC 1 NORTH WACKER DRIVE, SUITE 2200 CHICAGO, IL 60606		X

Signatures
/s/ Sara A. Robinson - Vice President, Adams Street Partners, LLC		3/19/2014
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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