Donald R Dixon Form 4 QUALYS / DONALD R DIXON ownership change

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^*

DIXON DONALD R

(Last) (First) (Middle)

505 HAMILTON AVENUE, SUITE 200

(Street)

PALO ALTO CA 94301

(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)
08/05/2015

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/05/2015		J(1)		1,409,825	D	$0.00	1,409,826	I	See footnote(2)(3)
Common Stock	08/05/2015		J(1)		107,108	D	$0.00	107,106	I	See footnote(3)(4)
Common Stock	08/05/2015		J(1)		39,214	D	$0.00	39,214	I	See footnote(3)(5)
Common Stock	08/05/2015		J(1)		8,193	D	$0.00	8,191	I	See footnote(3)(6)
Common Stock	08/05/2015		J(1)		7,817	D	$0.00	7,818	I	See footnote(3)(7)
Common Stock	08/05/2015		J(8)		49,211	A	$0.00	144,178	D
Common Stock	08/05/2015		J(9)		42,239	A	$0.00	122,832	I	See footnote(10)
Common Stock	08/05/2015		J(11)		321	A	$0.00	963	I	See footnote(12)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an in-kind distribution to the partners of the applicable partnership in accordance with the partners' relative economic interests in such partnership and includes subsequent distributions by general partners or managing members to their respective partners or members.

2. The shares are held directly by Trident Capital Fund-V, L.P.

3. Trident Capital Management-V, L.L.C. ("TCMV") serves as the general partner of each of Trident Capital Fund-V, L.P., Trident Capital Fund-V Principals Fund, L.P., Trident Capital Fund-V Affiliates Fund, L.P., and Trident Capital Fund-V Affiliates Fund (Q), L.P., and as the sole investment general partner of Trident Capital Parallel Fund-V, C.V. As such, TCMV may be deemed to be the beneficial owner of the shares held directly by each of these Trident entities. Additionally, Donald R. Dixon, as a member of TCMV, may be deemed to share beneficial ownership in securities beneficially owned by TCMV. TCMV and Mr. Dixon each disclaim beneficial ownership of these securities except to the extent of their respective 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.

4. The shares are held directly by Trident Capital Parallel Fund-V, C.V.

5. The shares are held directly by Trident Capital Fund-V Principals Fund, L.P.

6. The shares are held directly by Trident Capital Fund-V Affiliates Fund, L.P.

7. The shares are held directly by Trident Capital Fund-V Affiliates Fund (Q), L.P.

8. Represents the receipt of shares by virtue of the distributions described in footnotes (2), (4) and (5) above as follows: (i) 34,904 shares from Trident Capital Fund-V, L.P., (ii) 2,646 shares from Trident Capital Parallel Fund-V, C.V., and (iii) 11,661 shares from Trident Capital Fund-V Principals Fund, L.P. The acquisition of such shares was exempt under Rule 16a-9 and Rule 16a-13.

9. Represents the receipt of shares by virtue of the distributions described in footnotes (2) and (4) above as follows: 39,263 shares from Trident Capital Fund-V, L.P., and (ii) 2,976 shares from Trident Capital Parallel Fund-V, C.V. The acquisition of such shares was exempt under Rule 16a-9 and Rule 16a-13.

10. The shares are held directly by Donald and Elizabeth Dixon Family Limited Partnership, for which the Reporting Person and his spouse serve as general partners.

11. Represents the receipt of shares by virtue of the distribution described in footnote (6) above. The acquisition of such shares was exempt under Rule 16a-9 and Rule 16a-13.

12. The shares are held directly by Dixon Family Trust U/A Dated 6/18/88, for which the Reporting Person and his spouse serve as settlors.

Remarks:

	/s/ Donald R. Dixon	08/05/2015
	** Signature of Reporting Person	Date
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