Edgar Filing: QUALYS, INC.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â COURTOT PHILIPPE F

2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2012

3. Issuer Name and Ticker or Trading Symbol
QUALYS, INC. [QLYS]

(Last)

(First)

(Middle)

C/O QUALYS, INC.,Â 1600 BRIDGE PARKWAY

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, President & CEO

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

REDWOOD CITY,Â CAÂ 94065

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,188,201	D	Â
Common Stock	2,199	I	See footnote ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,579,954	$ ⁽²⁾	D	Â
Series B Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	4,569,443	$ ⁽²⁾	D	Â
Series B Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	33,580	$ ⁽²⁾	I	See footnote ⁽¹⁾
Series C Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	465,672	$ ⁽²⁾	D	Â
Series C Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	34,847	$ ⁽²⁾	I	See footnote ⁽¹⁾
Employee Stock Option (right to buy)	Â ⁽³⁾	01/24/2017	Common Stock	935,782	$ 1.9	D	Â
Employee Stock Option (right to buy)	Â ⁽⁴⁾	12/02/2019	Common Stock	1,053,235	$ 3.8	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COURTOT PHILIPPE F C/O QUALYS, INC. 1600 BRIDGE PARKWAY REDWOOD CITY,Â CAÂ 94065	Â X	Â X	Â Chairman, President & CEO	Â

Signatures

/s/ Bruce K. Posey, by power of attorney		09/27/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares held directly by the Reporting Person's spouse.
(2)	Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall automatically convert into Common Stock on a 1-for-1 basis upon the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
(3)	The option is fully vested and immediately exercisable.
(4)	The option is subject to an early exercise provision and is immediately exercisable. One forty-eighth of the shares subject to the option vested on February 25, 2011 and one forty-eighth of the shares vest monthly thereafter.
Â Remarks: ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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