0001410384-20-000073.txt : 20200327 0001410384-20-000073.hdr.sgml : 20200327 20200327171251 ACCESSION NUMBER: 0001410384-20-000073 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200312 FILED AS OF DATE: 20200327 DATE AS OF CHANGE: 20200327 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oruganti Bharath CENTRAL INDEX KEY: 0001595526 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36350 FILM NUMBER: 20752809 MAIL ADDRESS: STREET 1: C/O SHORETEL, INC. STREET 2: 960 STEWART DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94085 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Q2 Holdings, Inc. CENTRAL INDEX KEY: 0001410384 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 202706637 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13785 RESEARCH BOULEVARD STREET 2: SUITE 150 CITY: Austin STATE: TX ZIP: 78750 BUSINESS PHONE: 512-275-0072 MAIL ADDRESS: STREET 1: 13785 RESEARCH BOULEVARD STREET 2: SUITE 150 CITY: Austin STATE: TX ZIP: 78750 FORMER COMPANY: FORMER CONFORMED NAME: CBG Holdings, Inc. DATE OF NAME CHANGE: 20120103 FORMER COMPANY: FORMER CONFORMED NAME: CBG Holdings Inc DATE OF NAME CHANGE: 20070821 3 1 wf-form3_158534355035516.xml FORM 3 X0206 3 2020-03-12 0 0001410384 Q2 Holdings, Inc. QTWO 0001595526 Oruganti Bharath 13785 RESEARCH BLVD. SUITE 150 AUSTIN TX 78750 0 1 0 0 SVP, Service Delivery Common Stock 12094 D Includes: 5,126 shares underlying unvested RSUs granted on 3/6/19, which began vesting in four equal annual installments on 3/3/19. Also includes: 4,556 shares uderlying unvested performance-based restricted stock units ("Units"). The target number of remaining unvested Units is presented in the table. Subject to continued employment, one-third (1/3) of the original target Unit shares was scheduled to vest annually ("Scheduled Amount"), on or about March 6th of each of 2020, 2021 and 2022. In each of the first two years the number of Units that actually vests will be 0% to 100% of the Scheduled Amount, and in the third year the number of Units that actually will vest will be 0% to 200% of the Target Amount, less the amount of any vesting in the first two years, in each case depending upon the performance of Q2 Holdings, Inc.'s common stock price as compared to the Russell 2000 Index, as more specifically set forth in the grant agreement. The maximum number of Units that may vest over three years is 200% of the Target Amount. Vested Units will be paid in an equal number of shares of Q2 Holdings, Inc. common stock. Form 3 is being filed late due to delays caused by technical difficulties as a result of the COVID-19 pandemic. Exhibit Index - Exhibit 24.1 Power of Attorney /s/ M. Scott Kerr, as attorney-in-fact 2020-03-27 EX-24 2 q2holdingsinc-formidan.htm B. ORUGANTI POA Exhibit

POWER OF ATTORNEY
FOR SECTION 16 REPORTING PURPOSES

Know all by these presents, that the undersigned hereby constitutes and appoints each of Jennifer Harris, Barry Benton, and Scott Kerr, or any of them signing singly, and with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

(1)
prepare and execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition or disposition of securities of Q2 Holdings, Inc. (the “Company”);

(2)
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or other form or report, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of March, 2020.


/s/ Bharath Oruganti                            
Bharath Oruganti