Edgar Filing: DIXON DONALD R

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â DIXON DONALD R

2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2012

3. Issuer Name and Ticker or Trading Symbol
QUALYS, INC. [QLYS]

(Last)

(First)

(Middle)

505 HAMILTON AVENUE, SUITE 200

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PALO ALTO,Â CAÂ 94301

6. Individual or Joint/Group Filing(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 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	278,981	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	21,192	I	See footnotes ⁽¹⁾ ⁽³⁾
Common Stock	8,073	I	See footnotes ⁽¹⁾ ⁽⁴⁾
Common Stock	1,620	I	See footnotes ⁽¹⁾ ⁽⁵⁾
Common Stock	1,545	I	See footnotes ⁽¹⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	1,346,877	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽²⁾
Series A Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	102,325	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽³⁾
Series A Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	32,622	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽⁴⁾
Series A Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	7,826	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽⁵⁾
Series A Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	7,468	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽⁶⁾
Series B Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	3,743,844	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽²⁾
Series B Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	284,432	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽³⁾
Series B Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	108,359	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽⁴⁾
Series B Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	21,758	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽⁵⁾
Series B Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	20,762	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽⁶⁾
Series C Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	269,599	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽²⁾
Series C Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	20,481	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽³⁾
Series C Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	7,802	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽⁴⁾
Series C Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	1,566	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽⁵⁾
Series C Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	1,494	$ ⁽⁷⁾	I	See footnotes ⁽¹⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DIXON DONALD R 505 HAMILTON AVENUE, SUITE 200 PALO ALTO,Â CAÂ 94301	Â X	Â X	Â	Â

Signatures

/s/ Donald R. Dixon		09/27/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Reporting Person serves as a Managing Director of Trident Capital Management-V, L.L.C. ("TCMV"). TCMV is the general partner of each of Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P. and Trident Capital Fund-V Principals Fund, L.P. and the sole investment general partner of Trident Capital Parallel Fund-V, C.V. As such, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by each of these Trident entities. 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.
(2)	The reported securities are held directly by Trident Capital Fund-V, L.P.
(3)	The reported securities are held directly by Trident Capital Parallel Fund-V, C.V.
(4)	The reported securities are held directly by Trident Capital Fund-V Principals Fund, L.P.
(5)	The reported securities are held directly by Trident Capital Fund-V Affiliates Fund, L.P.
(6)	The reported securities are held directly by Trident Capital Fund-V Affiliates Fund (Q), L.P.
(7)	Each share of Series A Preferred Stock, 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.
Â Remarks: ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.