QUALYS, INC. — Director's Dealing 2018

Dec 27, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUALYS, INC. (QLYS)
CIK: 0001107843
Period of Report: 2018-12-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-21	Common Stock	A	56250	$0.00	Acquired	5484192	Direct
2018-12-21	Common Stock	A	33089	$0.00	Acquired	5517281	Direct
2018-12-21	Common Stock	A	33088	$0.00	Acquired	5550369	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Indirect

Footnotes

F1: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. One-sixteenth of the RSUs will commence vesting on January 1, 2019 and will vest at end of each quarter, subject to the Reporting Person continuing as a service provider through each such date.

F2: Each performance-based Restricted Stock Unit ("PRSU") represents a contingent right to receive one share of the Issuer's Common Stock and will vest based on the achievement of goals that are not market price goals but based on operating performance goals for the period January 2019 through December 2021 subject to the Reporting Person continuing as a service provider through the date that performance is certified.

F3: Each performance-based Restricted Share Unit ("PRSU") represents a contingent right to receive one share of the Issuer's Common Stock and will vest in 3 increments based on the achievement of goals that are not market price goals but based on operating performance goals for each of fiscal 2019, 2020, and 2021 subject to the Reporting Person continuing as a service provider through the date that performance is certified for the relevant fiscal year.

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.