Edgar Filing: DIXON DONALD R

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

DIXON DONALD R

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

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

505 HAMILTON AVENUE, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2012

(Street)

PALO ALTO, CA 94301

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

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/03/2012		C		5,360,320	A	⁽¹⁾	5,639,301	I	See footnotes ⁽²⁾ ⁽⁷⁾
Common Stock	10/03/2012		C		407,238	A	⁽¹⁾	428,430	I	See footnotes ⁽³⁾ ⁽⁷⁾
Common Stock	10/03/2012		C		148,783	A	⁽¹⁾	156,856	I	See footnotes ⁽⁴⁾ ⁽⁷⁾
Common Stock	10/03/2012		C		31,150	A	⁽¹⁾	32,770	I	See footnotes ⁽⁵⁾ ⁽⁷⁾
Common Stock	10/03/2012		C		29,724	A	⁽¹⁾	31,269	I	See footnotes ⁽⁶⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

10/03/2012

1,346,877

⁽¹⁾

Common Stock

1,346,877

$ 0

See footnotes ⁽²⁾ ⁽⁷⁾

Series A Preferred Stock

⁽¹⁾

10/03/2012

102,325

⁽¹⁾

Common Stock

102,325

$ 0

See footnotes ⁽³⁾ ⁽⁷⁾

Series A Preferred Stock

⁽¹⁾

10/03/2012

32,622

⁽¹⁾

Common Stock

32,622

$ 0

See footnotes ⁽⁴⁾ ⁽⁷⁾

Series A Preferred Stock

⁽¹⁾

10/03/2012

7,826

⁽¹⁾

Common Stock

7,826

$ 0

See footnotes ⁽⁵⁾ ⁽⁷⁾

Series A Preferred Stock

⁽¹⁾

10/03/2012

7,468

⁽¹⁾

Common Stock

7,468

$ 0

See footnotes ⁽⁶⁾ ⁽⁷⁾

Series B Preferred Stock

⁽¹⁾

10/03/2012

3,743,844

⁽¹⁾

Common Stock

3,743,844

$ 0

See footnotes ⁽²⁾ ⁽⁷⁾

Series B Preferred Stock

⁽¹⁾

10/03/2012

284,432

⁽¹⁾

Common Stock

284,432

$ 0

See footnotes ⁽³⁾ ⁽⁷⁾

Series B Preferred Stock

⁽¹⁾

10/03/2012

108,359

⁽¹⁾

Common Stock

108,359

$ 0

See footnotes ⁽⁴⁾ ⁽⁷⁾

Series B Preferred Stock

⁽¹⁾

10/03/2012

21,758

⁽¹⁾

Common Stock

21,758

$ 0

See footnotes ⁽⁵⁾ ⁽⁷⁾

Series B Preferred Stock

⁽¹⁾

10/03/2012

20,762

⁽¹⁾

Common Stock

20,762

$ 0

See footnotes ⁽⁶⁾ ⁽⁷⁾

Series C Preferred Stock

⁽¹⁾

10/03/2012

269,599

⁽¹⁾

Common Stock

269,599

$ 0

See footnotes ⁽²⁾ ⁽⁷⁾

Series C Preferred Stock

⁽¹⁾

10/03/2012

20,481

⁽¹⁾

Common Stock

20,481

$ 0

See footnotes ⁽³⁾ ⁽⁷⁾

Series C Preferred Stock

⁽¹⁾

10/03/2012

7,802

⁽¹⁾

Common Stock

7,802

$ 0

See footnotes ⁽⁴⁾ ⁽⁷⁾

Series C Preferred Stock

⁽¹⁾

10/03/2012

1,566

⁽¹⁾

Common Stock

1,566

$ 0

See footnotes ⁽⁵⁾ ⁽⁷⁾

Series C Preferred Stock

⁽¹⁾

10/03/2012

1,494

⁽¹⁾

Common Stock

1,494

$ 0

See footnotes ⁽⁶⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DIXON DONALD R 505 HAMILTON AVENUE, SUITE 200 PALO ALTO, CA 94301	X	X

Signatures

/s/ Donald R. Dixon		10/03/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into Common Stock on a 1-for-1 basis upon the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
(2)	The reported securities are held directly by Trident Capital Fund-V, L.P.
(3)	The reported securities are held directly by Trident Capital Parallel Fund-V, C.V.
(4)	The reported securities are held directly by Trident Capital Fund-V Principals Fund, L.P.
(5)	The reported securities are held directly by Trident Capital Fund-V Affiliates Fund, L.P.
(6)	The reported securities are held directly by Trident Capital Fund-V Affiliates Fund (Q), L.P.
(7)	The Reporting Person serves as a Managing Director of Trident Capital Management-V, L.L.C. ("TCMV"). TCMV is the general partner of each of Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P. and Trident Capital Fund-V Principals Fund, L.P. and the sole investment general partner of Trident Capital Parallel Fund-V, C.V. As such, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by each of these Trident entities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

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