Amended Statement of Ownership (sc 13g/a)
14 Febbraio 2023 - 3:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(AMENDMENT
NO. 8)*
Q2
Holdings, Inc.
(Name
of Issuer)
Common
Stock, $0.0001 Par Value Per Share
(Title
of Class of Securities)
74736L109
(CUSIP
Number)
Eddie
C. Brown
Brown
Capital Management, LLC
1201
N. Calvert Street
Baltimore,
MD 21202
(410)
837-3234
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
31, 2022
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x]
Rule 13d-1(b)
[
] Rule 13d-1(c)
[
] Rule 13d-1(d)
| * | The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page. |
The
information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 74736L109 |
|
13G |
|
Page
2 of 6 Pages |
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brown
Capital Management, LLC |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[ ] |
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State
of Maryland |
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE
VOTING POWER
1,906,171 |
6. |
SHARED
VOTING POWER
None |
7. |
SOLE
DISPOSITIVE POWER
3,148,418 |
8. |
SHARED
DISPOSITIVE POWER
None |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,148,418 |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.47% |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
IA |
|
CUSIP
No. 74736L109 |
|
13G |
|
Page
4 of 6 Pages |
Item 1. |
(a) |
Name
of Issuer
Q2
Holdings, Inc |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices
10355
Pecan Park Boulevard,
Austin,
Texas 78729
|
Item 2. |
(a) |
Name
of Person Filing
Brown
Capital Management, LLC |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence
1201
N. Calvert Street
Baltimore,
MD 21202 |
|
|
|
|
(c) |
Citizenship
Maryland |
|
|
|
|
(d) |
Title
of Class of Securities
Common
Stock, $0.0001 Par Value Per Share |
|
|
|
|
(e) |
CUSIP
Number
74736L109 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
|
(a) |
[ ] |
Broker or
dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
[ ] |
Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
[ ] |
Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
[ ] |
Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
[ x ] |
An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
[ ] |
An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
[ ] |
A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
[ ] |
A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
[ ] |
A church plan that is
excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
|
|
|
|
|
(j) |
[ ] |
Group, in accordance
with §240.13d-1(b)(1)(ii)(J). |
CUSIP
No. 74736L109 |
|
13G |
|
Page
5 of 6 Pages |
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
|
Brown
Capital Management, LLC |
(a) |
Amount
beneficially owned: |
3,148,418 |
(b) |
Percent
of class: |
5.47% |
(c) |
Number
of shares as to which the person has: |
|
|
(i) |
Sole
power to vote or to direct the vote: |
1,906,171 |
|
(ii) |
Shared
power to vote or to direct the vote: |
None |
|
(iii) |
Sole
power to dispose or to direct the disposition of: |
3,148,418 |
|
(iv) |
Shared
power to dispose or to direct the disposition of: |
None |
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
All
of the shares of Common Stock set forth in Item 4 are owned by various investment advisory clients of Brown Capital Management,
LLC, which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934,
due to it discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares.
In all cases, persons other than Brown Capital Management, LLC have the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of the shares.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable
Item
8. Identification and Classification of Members of the Group.
Not
applicable
Item
9. Notice of Dissolution of Group.
Not
applicable
CUSIP
No. 74736L109 |
|
13G |
|
Page
6 of 6 Pages |
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Brown
Capital Management, LLC |
|
|
|
|
|
|
By:
|
/s/
Eddie C. Brown |
|
|
Name:
|
Eddie
C. Brown |
|
|
Title: |
CEO |
|
|
|
|
|
|
Date:
|
February
14, 2023 |
|
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