Edgar Filing: Sisteron Yves

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Sisteron Yves

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)

2121 AVENUE OF THE STARS, SUITE 1630

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)

LOS ANGELES,Â CAÂ 90067

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)

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 B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,016,185	$ ⁽¹⁾	I	By AOS Partners, L.P. ⁽²⁾
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	353,045	$ ⁽¹⁾	I	By GRPVC, L.P. ⁽²⁾
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	123,076	$ ⁽¹⁾	I	By GRP II Investors, L.P. ⁽²⁾
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	46,153	$ ⁽¹⁾	I	By GRP II Partners, L.P. ⁽²⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	641,538	$ ⁽¹⁾	I	By AOS Partners, L.P. ⁽²⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	222,884	$ ⁽¹⁾	I	By GRPVC, L.P. ⁽²⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	77,700	$ ⁽¹⁾	I	By GRP II Investors, L.P. ⁽²⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	29,136	$ ⁽¹⁾	I	By GRP II Partners, L.P. ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sisteron Yves 2121 AVENUE OF THE STARS, SUITE 1630 LOS ANGELES,Â CAÂ 90067	Â X	Â X	Â	Â

Signatures

/s/ Yves B. Sisteron		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)	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.
(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.
Â Remarks: ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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