Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Sisteron Yves
   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)
(Last)
(First)
(Middle)
2121 AVENUE OF THE STARS, SUITE 1630		 3. Date of Earliest Transaction (Month/Day/Year)
10/03/2012
(Street)

LOS ANGELES, CA 90067		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 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)

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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 Underlying Securities
(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 of Derivative Security: 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
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)

Reporting Owners

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

Signatures

 /s/ Yves B. Sisteron   10/03/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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