Investor Relations - SEC Filing

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

Sisteron Yves

(Last)

(First)

(Middle)

2121 AVENUE OF THE STARS, SUITE 1630

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

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)

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

4. 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 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		1,657,723	A	⁽¹⁾	1,657,723	I	By AOS Partners, L.P.⁽²⁾
Common Stock	10/03/2012		C		575,929	A	⁽¹⁾	575,929	I	By GRPVC, L.P.⁽²⁾
Common Stock	10/03/2012		C		200,776	A	⁽¹⁾	200,776	I	By GRP II Investors, L.P.⁽²⁾
Common Stock	10/03/2012		C		75,289	A	⁽¹⁾	75,289	I	By GRP II Partners, L.P.⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	10/03/2012		C			1,016,185	⁽¹⁾	⁽¹⁾	Common Stock	1,016,185	$0	0	I	By AOS Partners, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/03/2012		C			353,045	⁽¹⁾	⁽¹⁾	Common Stock	353,045	$0	0	I	By GRPVC, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/03/2012		C			123,076	⁽¹⁾	⁽¹⁾	Common Stock	123,076	$0	0	I	By GRP II Investors, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/03/2012		C			46,153	⁽¹⁾	⁽¹⁾	Common Stock	46,153	$0	0	I	By GRP II Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	10/03/2012		C			641,538	⁽¹⁾	⁽¹⁾	Common Stock	641,538	$0	0	I	By AOS Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	10/03/2012		C			222,884	⁽¹⁾	⁽¹⁾	Common Stock	222,884	$0	0	I	By GRPVC, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	10/03/2012		C			77,700	⁽¹⁾	⁽¹⁾	Common Stock	77,700	$0	0	I	By GRP II Investors, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	10/03/2012		C			29,136	⁽¹⁾	⁽¹⁾	Common Stock	29,136	$0	0	I	By GRP II Partners, L.P.⁽²⁾

Explanation of Responses:

1. Each share of 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 Reporting Person serves as a member of the investment committee of GRP Management Services Corp and may be deemed to share voting and dispositive power with respect to the shares held by AOS Partners, L.P., GRPVC, L.P., GRP II Investors, L.P. and GRP II Partners, L.P. 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.

	/s/ Yves B. Sisteron	10/03/2012
	** 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 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).
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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