QUALYS, INC. — Director's Dealing 2019

Nov 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUALYS, INC. (QLYS)
CIK: 0001107843
Period of Report: 2019-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-01	Common Stock	F	15196	$86.35	Disposed	5505273	Direct
2019-11-02	Common Stock	A	48683	$0.00	Acquired	5553956	Direct
2019-11-04	Common Stock	M	96806	$26.86	Acquired	5650762	Direct
2019-11-04	Common Stock	S	59406	$84.873	Disposed	5591356	Direct
2019-11-04	Common Stock	S	22193	$85.799	Disposed	5569163	Direct
2019-11-04	Common Stock	S	15207	$86.5839	Disposed	5553956	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-02	Stock Option (right to buy)	$86.35	A	123856	Acquired	2029-11-01	Common Stock (123856)	Direct
2019-11-04	Stock Option (right to buy)	$26.86	M	96806	Disposed	2024-02-06	Common Stock (96806)	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 ("RSUs").

F2: Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. One-sixteenth of the RSUs will commence vesting on December 1, 2019 and will vest quarterly thereafter, subject to the Reporting Person continuing as a service provider through each such date.

F3: The sale transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 21, 2019.

F4: The sale price represents the weighted average price of the shares sold ranging from $84.37 to $85.36 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 $85.37 to $86.34 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: The sale price represents the weighted average price of the shares sold ranging from $86.38 to $86.97 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.

F7: 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.

F8: Shares subject to the option shall vest based on the achievement of goals that are not market price goals but based on operating performance for the three-year period from January 2020 through December 2022, subject to the Reporting Person continuing as a service provider through the date that performance is certified.

F9: The option is fully vested and immediately exercisable.