SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HELLING LARRY J

(Last)

(First)

(Middle)

3551 SEVENTH STREET

SUITE 204

(Street)

MOLINE

61265

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QCR HOLDINGS INC [ QCRH ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President/CEO CRBT

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2019		F⁽¹⁾		1,021	D	$36	9,951.49	D
Common Stock								36,450	I	by IRA
Common Stock								19,830.29	I	by Managed Account
Common Stock								4,285.23	I	by Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Shares	$36⁽²⁾	03/01/2019		A		3,422		03/01/2020⁽²⁾	03/01/2029	Common Stock	3,422	⁽²⁾	3,422	D
Non-Qualified Stock Option (right to buy)	$9							02/01/2011	02/01/2020	Common Stock	4,186		4,186	D
Non-Qualified Stock Option (right to buy)	$9.3008							02/01/2013	02/01/2022	Common Stock	16,597		16,597	D
Non-Qualified Stock Option (right to buy)	$15.65							05/01/2014	05/01/2023	Common Stock	10,002		10,002	D
Non-Qualified Stock Option (right to buy)	$17.1							02/03/2015	02/03/2024	Common Stock	8,112		8,112	D
Non-Qualified Stock Option (right to buy)	$17.49							02/02/2016	02/02/2025	Common Stock	6,715		6,715	D
Non-Qualified Stock Option (right to buy)	$42.75							03/09/2018⁽³⁾	03/09/2027	Common Stock	3,072		3,072	D
Performance Shares	$33.23⁽⁵⁾							01/01/2020⁽⁴⁾	01/14/2029	Common Stock	15,047		15,047	D

Explanation of Responses:

1. Surrender of common stock to issuer upon vesting of restricted stock award to pay withholding taxes

2. Represents a restricted stock unit grant. Each restricted stock unit represents a contingent right to receive one share of QCR Holdings, Inc. common stock or the cash equivalent of one share of common stock. The restricted stock units vest in four annual equal installments beginning on March 1, 2020. The settlement of such units are anticipated to be settled in cash.

3. These options are exercisable in annual increments of 25% each, with the first 25% vesting on the first anniversary of the option grant.

4. These units vest in approximately equal installments on January 1 in each of calendar years 2020 through 2023.

5. These units convert into shares of common stock on a 1-for-1 basis and fifty percent (50%) of the award is subject to a performance threshold.

	By: Rick J. Jennings For: Larry J. Helling	03/05/2019
	** 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).
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