QUALYS, INC. — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUALYS, INC. (QLYS)
CIK: 0001107843
Period of Report: 2015-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-17	Common Stock	J	1409825	$0.00	Disposed	2819651	Indirect
2015-02-17	Common Stock	J	107108	$0.00	Disposed	214214	Indirect
2015-02-17	Common Stock	J	39214	$0.00	Disposed	78428	Indirect
2015-02-17	Common Stock	J	8193	$0.00	Disposed	16384	Indirect
2015-02-17	Common Stock	J	7817	$0.00	Disposed	15635	Indirect
2015-02-17	Common Stock	J	49101	$0.00	Acquired	94967	Direct
2015-02-17	Common Stock	J	42116	$0.00	Acquired	80593	Indirect
2015-02-17	Common Stock	J	321	$0.00	Acquired	642	Indirect

Footnotes

F1: Represents an in-kind distribution to the partners of the applicable partnership in accordance with the partners' relative economic interests in such partnership and includes subsequent distributions by general partners or managing members to their respective partners or members.

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

F3: Trident Capital Management-V, L.L.C. ("TCMV") serves as the general partner of each of Trident Capital Fund-V, L.P., Trident Capital Fund-V Principals Fund, L.P., Trident Capital Fund-V Affiliates Fund, L.P., and Trident Capital Fund-V Affiliates Fund (Q), L.P., and as the sole investment general partner of Trident Capital Parallel Fund-V, C.V. As such, TCMV may be deemed to be the beneficial owner of the shares held directly by each of these Trident entities. TCMV disclaims beneficial ownership of these securities except to the extent of its 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 any other purpose.

F4: The shares are held directly by Trident Capital Parallel Fund-V, C.V.

F5: The shares are held directly by Trident Capital Fund-V Principals Fund, L.P.

F6: The shares are held directly by Trident Capital Fund-V Affiliates Fund, L.P.

F7: The shares are held directly by Trident Capital Fund-V Affiliates Fund (Q), L.P.

F8: Represents the receipt of shares by virtue of the distributions described in footnotes (2), (4) and (5) above as follows: (i) 34,904 shares from Trident Capital Fund-V, L.P., (ii) 2,535 shares from Trident Capital Parallel Fund-V, C.V., and (iii) 11,662 shares from Trident Capital Fund-V Principals Fund, L.P. The acquisition of such shares was exempt under Rule 16a-9 and Rule 16a-13.

F9: Represents the receipt of shares by virtue of the distributions described in footnotes (2) and (5) above as follows: 39,264 shares from Trident Capital Fund-V, L.P., and (ii) 2,852 shares from Trident Capital Parallel Fund-V, C.V. The acquisition of such shares was exempt under Rule 16a-9 and Rule 16a-13.

F10: The shares are held directly by Donald and Elizabeth Dixon Family Limited Partnership, for which the Reporting Person and his spouse serve as general partners.

F11: Represents the receipt of shares by virtue of the distribution described in footnote (6) above. The acquisition of such shares was exempt under Rule 16a-9 and Rule 16a-13.

F12: The shares are held directly by Dixon Family Trust U/A Dated 6/18/88, for which the Reporting Person and his spouse serve as settlors.