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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* AOS Partners, LP (Last) (First) (Middle) 2121 AVENUE OF THE STARS, SUITE 1630 (Street) LOS ANGELES CA 90067 (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 X 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) Form filed by One Reporting Person X 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)

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
Series B Preferred Stock	(1)	(1)	Common Stock	1,016,185	(1)	D
Series B Preferred Stock	(1)	(1)	Common Stock	353,045	(1)	I	By GRPVC, L.P.
Series B Preferred Stock	(1)	(1)	Common Stock	123,076	(1)	I	By GRP II Investors, L.P.
Series B Preferred Stock	(1)	(1)	Common Stock	46,153	(1)	I	By GRP II Partners, L.P.
Series C Preferred Stock	(1)	(1)	Common Stock	641,538	(1)	D
Series C Preferred Stock	(1)	(1)	Common Stock	222,884	(1)	I	By GRPVC, L.P.
Series C Preferred Stock	(1)	(1)	Common Stock	77,700	(1)	I	By GRP II Investors, L.P.
Series C Preferred Stock	(1)	(1)	Common Stock	29,136	(1)	I	By GRP II Partners, L.P.

1. Name and Address of Reporting Person* AOS Partners, LP (Last) (First) (Middle) 2121 AVENUE OF THE STARS, SUITE 1630 (Street) LOS ANGELES CA 90067 (City) (State) (Zip)

1. Name and Address of Reporting Person* GRPVC, L.P. (Last) (First) (Middle) 2121 AVENUE OF THE STARS, SUITE 1630 (Street) LOS ANGELES CA 90067 (City) (State) (Zip)

1. Name and Address of Reporting Person* GRP II Investors, L.P. (Last) (First) (Middle) 2121 AVENUE OF THE STARS, SUITE 1630 (Street) LOS ANGELES CA 90067 (City) (State) (Zip)

1. Name and Address of Reporting Person* GRP II Partners, L.P. (Last) (First) (Middle) 2121 AVENUE OF THE STARS, SUITE 1630 (Street) LOS ANGELES CA 90067 (City) (State) (Zip)

Explanation of Responses:

1. Each share of 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.

	/s/ Dana Kibler, for Hique, Inc., the General Partner of AOS Partners, L.P.	09/27/2012
	/s/ Dana Kibler, for GRP Management Services Corp., the General Partner of GRPVC, L.P.	09/27/2012
	/s/ Dana Kibler, for GRP Management Services Corp., the General Partner of GRP II Investors, L.P.	09/27/2012
	/s/ Dana Kibler, for GRPVC, L.P., the General Partner of GRP II Partners, L.P.	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.