Edgar Filing: QUALYS, INC.

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 AOS Partners, LP

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)

_____ 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)
___ Form filed by One Reporting Person
_X_ 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⁾	D	Â
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	353,045	$ ⁽¹⁾	I	By GRPVC, L.P.
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	123,076	$ ⁽¹⁾	I	By GRP II Investors, L.P.
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	46,153	$ ⁽¹⁾	I	By GRP II Partners, L.P.
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	641,538	$ ⁽¹⁾	D	Â
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	222,884	$ ⁽¹⁾	I	By GRPVC, L.P.
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	77,700	$ ⁽¹⁾	I	By GRP II Investors, L.P.
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	29,136	$ ⁽¹⁾	I	By GRP II Partners, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AOS Partners, LP 2121 AVENUE OF THE STARS, SUITE 1630 LOS ANGELES,Â CAÂ 90067	Â	Â X	Â	Â
GRPVC, L.P. 2121 AVENUE OF THE STARS, SUITE 1630 LOS ANGELES,Â CAÂ 90067	Â	Â X	Â	Â
GRP II Investors, L.P. 2121 AVENUE OF THE STARS, SUITE 1630 LOS ANGELES,Â CAÂ 90067	Â	Â X	Â	Â
GRP II Partners, L.P. 2121 AVENUE OF THE STARS, SUITE 1630 LOS ANGELES,Â CAÂ 90067	Â	Â X	Â	Â

Signatures

/s/ Dana Kibler, for Hique, Inc., the General Partner of AOS Partners, L.P.		09/27/2012
^**Signature of Reporting Person		Date
/s/ Dana Kibler, for GRP Management Services Corp., the General Partner of GRPVC, L.P.		09/27/2012
^**Signature of Reporting Person		Date
/s/ Dana Kibler, for GRP Management Services Corp., the General Partner of GRP II Investors, L.P.		09/27/2012
^**Signature of Reporting Person		Date
/s/ Dana Kibler, for GRPVC, L.P., the General Partner of GRP II Partners, L.P.		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.

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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