Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
COURTOT PHILIPPE F
 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
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)

1600 BRIDGE PARKWAY		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
(Street)


REDWOOD CITY, CA 94065		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/17/2012   G 70,626 D $ 0 0 I See footnote (1)
Common Stock 12/17/2012   G 188,201 (2) D $ 0 7,615,069 D  
Common Stock 12/17/2012   G 150,000 (3) D $ 0 7,465,069 D  
Common Stock 12/17/2012   G 100,000 D $ 0 7,365,069 D  
Common Stock 12/17/2012   G 100,000 A $ 0 100,000 I See footnote (4)

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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 1.9             (5) 01/24/2017 Common Stock
935,782
  935,782
D
 
Stock Option (right to buy) $ 3.8             (6) 12/02/2019 Common Stock
1,053,235
  1,053,235
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COURTOT PHILIPPE F
1600 BRIDGE PARKWAY
REDWOOD CITY, CA 94065		   X   X   President & CEO  

Signatures

/s/: Bruce Posey, under power of attorney for Philippe Courtot 02/13/2013
**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) This transaction involved gifts of securities from the Reporting Person's wife to the adult sons of the Reporting Person and his wife, who do not share the Reporting Person's household. The Reporting Person disclaims beneficial ownership of the shares held by his sons, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his sons' shares for the purposes of Section 16 or for any other purpose.
(2) This transaction involved gifts of securities from the Reporting Person to his adult sons, who do not share the Reporting Person's household. The Reporting Person disclaims beneficial ownership of the shares held by his sons, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his sons' shares for the purposes of Section 16 or for any other purpose.
(3) This transaction involved a gift of securities from the Reporting Person to an indivudal that is not a family member of the Reporting Person.
(4) This transaction involved a gift of securities from the Reporting Person to Freya Anne Eduarte as custodian under the Uniform Gifts to Minors Act for Reporting Person's minor child.
(5) The shares are fully vested and exercisable as of December 31, 2012.
(6) 1/48th of the shares underlying the option commenced vesting on January 25, 2011, and an additional 1/48th of the shares underlying the option vest monthly thereafter. The shares are fully exercisable as of December 31, 2012.

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