QUALYS, INC. — Director's Dealing 2017

Mar 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUALYS, INC. (QLYS)
CIK: 0001107843
Period of Report: 2017-03-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-09	Common Stock	S	20000	$34.3608	Disposed	5186234	Direct
2017-03-10	Common Stock	M	471308	$3.80	Acquired	5657542	Direct
2017-03-10	Common Stock	S	20000	$34.8244	Disposed	5637542	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-10	Stock Option (right to buy)	$3.80	M	471308	Disposed	2019-12-02	Common Stock (471308)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Indirect

Footnotes

F1: The sale transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 18, 2016.

F2: The sale price represents the weighted average price of the shares sold ranging from $34.05 to $34.60 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.

F3: The sale price represents the weighted average price of the shares sold ranging from $34.45 to $35.05 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: 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.

F5: The option is subject to an early exercise provision and was immediately exercisable. One forty-eighth of the shares subject to the option vested on February 25, 2011 and one forty-eighth of the shares subject to the option vested monthly thereafter.