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 *

Joyner Coy	2. Issuer Name and Ticker or Trading Symbol

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

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

13785 RESEARCH BLVD., SUITE 150	3. Date of Earliest Transaction (MM/DD/YYYY)

6/9/2016		
(Street)

AUSTIN, TX 78750
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	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. 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  	6/9/2016  	 	A	  	10000   (1)	A	$0  	14380  	D  	 	

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					
Stock Option (right to buy)  	$27.86  	6/9/2016  	 	A  	  	25000   	  	6/9/2017   (2)	6/9/2023  	Common Stock  	25000.0  	$0  	25000  	D  	 	

Explanation of Responses:	
(  1) 	Shares of stock acquired represent shares underlying Restricted Stock Units. The Restricted Stock Units vest annually in four equal installments beginning June 9, 2017.	
(  2) 	This option grant vests as to 1/4 of the total option grant on June 9, 2017, and thereafter as to 1/48 of the total option grant monthly. The option grant becomes exercisable as it vests.	

Remarks:
Exhibit 24.1 - Power of Attorney	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Joyner Coy
13785 RESEARCH BLVD.
SUITE 150
AUSTIN, TX 78750			SVP, Product Group		

Signatures		
/s/ M. Scott Kerr, as attorney in fact		6/13/2016	
** 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.	

COY JOYNER
LIMITED POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS , that the undersigned hereby constitutes and appoints Anna Denton, Justin Bowes, and Donna Sorensen of DLA Piper LLP (US), Jennifer Harris, Barry Benton, and Scott Kerr and each of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact and agent to:

(1)    prepare, execute in the Issuer's name and on the Issuer’s behalf, and submit to the U.S. Securities and Exchange Commission (the “ SEC ”) a Form ID and the Form ID Confirming Statement including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings of Forms 3, 4 and 5, as the case may be, with the SEC as required by Section 16(a) of the Securities Exchange Act of 1934, as amended and the rules thereunder; and

(2)    take any other action of any nature whatsoever in connection with the foregoing which, 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 Limited 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 Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of my responsibilities to comply with Section 16(a) of the Securities Exchange Act of 1934, as amended, or any other law, rule or regulation whatsoever.

This Limited Power of Attorney shall remain in full force and effect until the earlier of (i) the time that the undersigned is no longer required to file Form ID or other authenticating documents that may be required, (ii) with respect to each person(s) appointed as attorney-in-fact above, the time that such person shall no longer be employed by DLA Piper LLP (US), and (iii) the revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF , the undersigned has caused this Limited Power of Attorney to be executed as of June 13, 2016.

/s/ Coy Joyner        
Coy Joyner

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