FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

Battery Management Corp.
2. Issuer Name and Ticker or Trading Symbol

Q2 Holdings, Inc. [ QTWO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE MARINA PARK DRIVE, SUITE 1100, 
3. Date of Earliest Transaction (MM/DD/YYYY)

3/4/2015
(Street)

BOSTON, MA 02210
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/4/2015     S    1000000   (1) D $18.7625   3812183   (2) I   See footnote   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Consists of 990,100 shares sold by Battery Ventures IX, L.P. ("Battery Ventures IX") and 9,900 shares sold by Battery Investment Partners IX, LLC ("BIP IX"). Battery Partners IX, LLC ("BP IX") is the sole general partner of Battery Ventures IX and the sole managing member of BIP IX. BP IX's investment advisor is Battery Management Corp. (together with BP IX, the "Battery Companies"). Neeraj Agrawal, Michael Brown, Thomas J. Crotty, Jesse Feldman, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members and officers of the Battery Companies and may be deemed to share voting and dispositive power over the shares held by Battery Ventures IX and BIP IX.
( 2)  The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:
The reporting persons beneficially own more than 10% of a class of the Issuer's equity securities registered under Section 12 of the Exchange Act. Due to the limited number of joint filers that can be included on one form, Battery Ventures IX, L.P., Battery Investment Partners IX, LLC, Battery Partners IX, LLC, Battery Management Corp., Neeraj Agrawal, Thomas J. Crotty, Jesse Feldman, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors, Scott R. Tobin and Roger H. Lee have filed two separate forms simultaneously, both of which relate to the same securities of the Issuer beneficially owned by such reporting persons. Michael Brown is a director of the Issuer and files Section 16 reports separately.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Battery Management Corp.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Agrawal Neeraj
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

CROTTY THOMAS J
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Feldman Jesse
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

FRISBIE RICHARD D
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

LAWLER KENNETH P
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Lee Roger H
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

TABORS R DAVID
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

TOBIN SCOTT R
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X


Signatures
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Management Corp.) 3/5/2015
** Signature of Reporting Person Date

/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Neeraj Agrawal) 3/5/2015
** Signature of Reporting Person Date

/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Thomas J. Crotty) 3/5/2015
** Signature of Reporting Person Date

/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Jesse R. Feldman) 3/5/2015
** Signature of Reporting Person Date

/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Richard D. Frisbie) 3/5/2015
** Signature of Reporting Person Date

/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Kenneth P. Lawler) 3/5/2015
** Signature of Reporting Person Date

/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Roger H. Lee) 3/5/2015
** Signature of Reporting Person Date

/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of R. David Tabors) 3/5/2015
** Signature of Reporting Person Date

/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Scott R. Tobin) 3/5/2015
** 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 4(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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