UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Q2 Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware 
(State of incorporation or organization)	 	20-2706637 
(I.R.S. Employer Identification No.)	
 	 	 	
13785 Research Blvd, Suite 150	 	 	
Austin, TX	 	78750	
(Address of principal executive offices)	 	(Zip Code)	
 
Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	 	Name of each exchange on which	
to be so registered	 	each class is to be registered	
Common stock, par value $0.0001 per share	 	New York Stock Exchange	
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
 
Securities Act registration statement file number to which this form relates: 333-193911
 
Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 
Item 1. Description of Registrant’s Securities to be Registered
 
Q2 Holdings, Inc. (the “ Registrant ”) registers hereunder its common stock, $0.0001 par value per share (the “ Common Stock ”). A description of the Registrant’s Common Stock is incorporated herein by reference to the section captioned “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-1 (File No. 333-193911) as originally filed with the Securities and Exchange Commission (the “ Commission ”) on February 12, 2014, as amended (the “ Registration Statement ”), and in the prospectus included in the Registration Statement to be filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.
 
Item 2. Exhibits
 
In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Registrant are registered on the New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
 
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SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: March 12, 2014	Q2 Holdings, Inc.	
 	 	
 	By:	/s/ Matthew P. Flake	
 	 	Matthew P. Flake	
 	 	Chief Executive Officer	
 
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