QUALYS, INC. — Director's Dealing 2012

Sep 27, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: QUALYS, INC. (QLYS)
CIK: 0001107843
Period of Report: 2012-09-27

Reporting Person: COURTOT PHILIPPE F (Director, Chairman, President & CEO, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1188201	Direct
Common Stock	2199	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (1579954)		Direct
Series B Preferred Stock	$		Common Stock (4569443)		Direct
Series B Preferred Stock	$		Common Stock (33580)		Indirect
Series C Preferred Stock	$		Common Stock (465672)		Direct
Series C Preferred Stock	$		Common Stock (34847)		Indirect
Employee Stock Option (right to buy)	$1.90	2017-01-24	Common Stock (935782)		Direct
Employee Stock Option (right to buy)	$3.80	2019-12-02	Common Stock (1053235)		Direct

Footnotes

F1: Shares held directly by the Reporting Person's spouse.

F2: Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall automatically convert into Common Stock on a 1-for-1 basis upon the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

F3: The option is fully vested and immediately exercisable.

F4: The option is subject to an early exercise provision and is immediately exercisable. One forty-eighth of the shares subject to the option vested on February 25, 2011 and one forty-eighth of the shares vest monthly thereafter.