QUALYS, INC. — Director's Dealing 2012

Oct 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUALYS, INC. (QLYS)
CIK: 0001107843
Period of Report: 2012-10-03

Reporting Person: DIXON DONALD R (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-03	Common Stock	C	5360320	—	Acquired	5639301	Indirect
2012-10-03	Common Stock	C	407238	—	Acquired	428430	Indirect
2012-10-03	Common Stock	C	148783	—	Acquired	156856	Indirect
2012-10-03	Common Stock	C	31150	—	Acquired	32770	Indirect
2012-10-03	Common Stock	C	29724	—	Acquired	31269	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-03	Series A Preferred Stock	$	C	1346877	Disposed		Common Stock (1346877)	Indirect
2012-10-03	Series A Preferred Stock	$	C	102325	Disposed		Common Stock (102325)	Indirect
2012-10-03	Series A Preferred Stock	$	C	32622	Disposed		Common Stock (32622)	Indirect
2012-10-03	Series A Preferred Stock	$	C	7826	Disposed		Common Stock (7826)	Indirect
2012-10-03	Series A Preferred Stock	$	C	7468	Disposed		Common Stock (7468)	Indirect
2012-10-03	Series B Preferred Stock	$	C	3743844	Disposed		Common Stock (3743844)	Indirect
2012-10-03	Series B Preferred Stock	$	C	284432	Disposed		Common Stock (284432)	Indirect
2012-10-03	Series B Preferred Stock	$	C	108359	Disposed		Common Stock (108359)	Indirect
2012-10-03	Series B Preferred Stock	$	C	21758	Disposed		Common Stock (21758)	Indirect
2012-10-03	Series B Preferred Stock	$	C	20762	Disposed		Common Stock (20762)	Indirect
2012-10-03	Series C Preferred Stock	$	C	269599	Disposed		Common Stock (269599)	Indirect
2012-10-03	Series C Preferred Stock	$	C	20481	Disposed		Common Stock (20481)	Indirect
2012-10-03	Series C Preferred Stock	$	C	7802	Disposed		Common Stock (7802)	Indirect
2012-10-03	Series C Preferred Stock	$	C	1566	Disposed		Common Stock (1566)	Indirect
2012-10-03	Series C Preferred Stock	$	C	1494	Disposed		Common Stock (1494)	Indirect

Footnotes

F1: Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into Common Stock on a 1-for-1 basis upon the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

F2: The reported securities are held directly by Trident Capital Fund-V, L.P.

F3: The reported securities are held directly by Trident Capital Parallel Fund-V, C.V.

F4: The reported securities are held directly by Trident Capital Fund-V Principals Fund, L.P.

F5: The reported securities are held directly by Trident Capital Fund-V Affiliates Fund, L.P.

F6: The reported securities are held directly by Trident Capital Fund-V Affiliates Fund (Q), L.P.

F7: The Reporting Person serves as a Managing Director of Trident Capital Management-V, L.L.C. ("TCMV"). TCMV is the general partner of each of Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P. and Trident Capital Fund-V Principals Fund, L.P. and the sole investment general partner of Trident Capital Parallel Fund-V, C.V. As such, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by each of these Trident entities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.