QUALYS, INC. — Director's Dealing 2017

Nov 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUALYS, INC. (QLYS)
CIK: 0001107843
Period of Report: 2017-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-01	Common Stock	F	30703	$55.75	Disposed	5544435	Direct
2017-11-02	Common Stock	M	20000	$3.80	Acquired	5564435	Direct
2017-11-02	Common Stock	S	4551	$54.8402	Disposed	5559884	Direct
2017-11-02	Common Stock	S	7048	$55.5685	Disposed	5552836	Direct
2017-11-02	Common Stock	S	7901	$57.0043	Disposed	5544935	Direct
2017-11-02	Common Stock	S	500	$57.30	Disposed	5544435	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-02	Stock Option (right to buy)	$3.80	M	20000	Disposed	2019-12-02	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Indirect

Footnotes

F1: The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units.

F2: The sale transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2017.

F3: The sale price represents the weighted average price of the shares sold ranging from $54.30 to $55.25 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

F4: The sale price represents the weighted average price of the shares sold ranging from $55.30 to $56.075 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

F5: The sale price represents the weighted average price of the shares sold ranging from $56.30 to $57.25 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

F6: These shares are held directly by a custodian under the Uniform Gifts to Minors Act for the benefit of the Reporting Person's minor child.

F7: The option is fully vested and immediately exercisable.