SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Wilson John N (Last) (First) (Middle) C/O QUALYS, INC. 1600 BRIDGE PARKWAY (Street) REDWOOD CITY CA 94065 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/27/2012	3. Issuer Name and Ticker or Trading Symbol QUALYS, INC. [ QLYS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Worldwide Field Ops	5. If Amendment, Date of 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

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	55,500	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	11/04/2020	Common Stock	180,591	4.1	D
Employee Stock Option (right to buy)	(2)	11/03/2021	Common Stock	20,000	5.9	D

Explanation of Responses:

1. The option is subject to an early exercise provision and is immediately exercisable. One thirty-sixth of the shares subject to the option vested on November 29, 2010 and one thirty-sixth of the shares vest monthly thereafter.

2. 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 December 4, 2011 and one forty-eighth of the shares vest monthly thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Bruce K. Posey, by power of attorney	09/27/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                      Exhibit 24

              LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

        The undersigned, as an officer or director of Qualys, Inc. (the
"Corporation"), hereby constitutes and appoints Don McCauley and Bruce Posey,
each the undersigned's true and lawful attorney-in-fact and agent to complete
and execute such Forms 144, Form ID, Forms 3, 4 and 5 and other forms as such
attorney shall in his or her discretion determine to be required or advisable
pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended,
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, or any successor laws and regulations, as a
consequence of the undersigned's ownership, acquisition or disposition of
securities of the Corporation, and to do all acts necessary in order to file
such forms with the Securities and Exchange Commission, any securities exchange
or national association, the Corporation and such other person or agency as the
attorney shall deem appropriate.

        The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

        This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Corporation unless earlier revoked by the undersigned in a writing
delivered to the foregoing attorneys-in-fact.

This Limited Power of Attorney is executed at Redwood Shores, CA as of the date
set forth below.

                                        Signature: /s/ John N. Wilson
                                                   -----------------------------

                                        Print Name: John N. Wilson
                                                    ----------------------------

                                        Dated: August 20, 2012
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