Investor Relations - SEC Filing

SEC FORM 3 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^*

Schmidt Howard A

(Last)

(First)

(Middle)

C/O QUALYS, INC.

1600 BRIDGE PARKWAY

(Street)

REDWOOD CITY

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)

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

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	48,650	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)
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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	9,038	⁽¹⁾	D
Stock Option (right to buy)	⁽²⁾	06/17/2022	Common Stock	45,000	8.9	D

Explanation of Responses:

1. Each share of Series B 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.

2. 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 July 18, 2012 and one thirty-sixth 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.
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 Number.

rrd320332_362047.html

                                                                      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 City, CA as of the date
set forth below.


                                          Signature:  /s/ Howard A. Schmidt
                                                      --------------------------

                                          Print Name:  Howard A. Schmidt
                                                       -------------------------

                                          Dated:  August 30, 2012
                                                  ------------------------------

Witness:  /s/ Tina Ball
          ----------------------------

Print Name:  Tina Ball
             -------------------------

Dated: 	August 30, 2012
        ------------------------------