X0306 4 2019-11-01 0 0001107843 QUALYS, INC. QLYS 0001007707 COURTOT PHILIPPE F C/O QUALYS, INC. 919 E. HILLSDALE BLVD. FOSTER CITY CA 94404 1 1 1 0 Chairman, President & CEO Common Stock 2019-11-01 4 F 0 15196 86.35 D 5505273 D Common Stock 2019-11-02 4 A 0 48683 0.00 A 5553956 D Common Stock 2019-11-04 4 M 0 96806 26.86 A 5650762 D Common Stock 2019-11-04 4 S 0 59406 84.873 D 5591356 D Common Stock 2019-11-04 4 S 0 22193 85.799 D 5569163 D Common Stock 2019-11-04 4 S 0 15207 86.5839 D 5553956 D Common Stock 100000 I See Footnote Stock Option (right to buy) 86.35 2019-11-02 4 A 0 123856 0.00 A 2029-11-01 Common Stock 123856 123856 D Stock Option (right to buy) 26.86 2019-11-04 4 M 0 96806 0.00 D 2024-02-06 Common Stock 96806 301194 D The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. One-sixteenth of the RSUs will commence vesting on December 1, 2019 and will vest quarterly thereafter, subject to the Reporting Person continuing as a service provider through each such date. The sale transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 21, 2019. The sale price represents the weighted average price of the shares sold ranging from $84.37 to $85.36 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. The sale price represents the weighted average price of the shares sold ranging from $85.37 to $86.34 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. The sale price represents the weighted average price of the shares sold ranging from $86.38 to $86.97 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. These shares are held directly by a custodian under the Uniform Gifts to Minors Act for the benefit of the Reporting Person's minor child. Shares subject to the option shall vest based on the achievement of goals that are not market price goals but based on operating performance for the three-year period from January 2020 through December 2022, subject to the Reporting Person continuing as a service provider through the date that performance is certified. The option is fully vested and immediately exercisable. /s/ Bruce Posey by power of attorney for Philippe F. Courtot 2019-11-05