QUALYS, INC. — Director's Dealing 2013

Feb 13, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: QUALYS, INC. (QLYS)
CIK: 0001107843
Period of Report: 2012-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-17	Common Stock	G	70626	$0.00	Disposed	0	Indirect
2012-12-17	Common Stock	G	188201	$0.00	Disposed	7615069	Direct
2012-12-17	Common Stock	G	150000	$0.00	Disposed	7465069	Direct
2012-12-17	Common Stock	G	100000	$0.00	Disposed	7365069	Direct
2012-12-17	Common Stock	G	100000	$0.00	Acquired	100000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$1.90	2017-01-24	Common Stock (935782)	935782	Direct
Stock Option (right to buy)	$3.80	2019-12-02	Common Stock (1053235)	1053235	Direct

Footnotes

F1: This transaction involved gifts of securities from the Reporting Person's wife to the adult sons of the Reporting Person and his wife, who do not share the Reporting Person's household. The Reporting Person disclaims beneficial ownership of the shares held by his sons, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his sons' shares for the purposes of Section 16 or for any other purpose.

F2: This transaction involved gifts of securities from the Reporting Person to his adult sons, who do not share the Reporting Person's household. The Reporting Person disclaims beneficial ownership of the shares held by his sons, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his sons' shares for the purposes of Section 16 or for any other purpose.

F3: This transaction involved a gift of securities from the Reporting Person to an indivudal that is not a family member of the Reporting Person.

F4: This transaction involved a gift of securities from the Reporting Person to Freya Anne Eduarte as custodian under the Uniform Gifts to Minors Act for Reporting Person's minor child.

F5: The shares are fully vested and exercisable as of December 31, 2012.

F6: 1/48th of the shares underlying the option commenced vesting on January 25, 2011, and an additional 1/48th of the shares underlying the option vest monthly thereafter. The shares are fully exercisable as of December 31, 2012.