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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1. Name and Address of Reporting Person * DIXON DONALD R   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) 505 HAMILTON AVENUE, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 08/05/2014 (Street) PALO ALTO, CA 94301 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 08/05/2014   J(1)   1,409,825 D $ 0 4,229,476 I See footnotes (2) (7) Common Stock 08/05/2014   J(1)   107,108 D $ 0 321,322 I See footnotes (3) (7) Common Stock 08/05/2014   J(1)   39,214 D $ 0 117,642 I See footnotes (4) (7) Common Stock 08/05/2014   J(1)   8,193 D $ 0 24,577 I See footnotes (5) (7) Common Stock 08/05/2014   J(1)   7,817 D $ 0 23,452 I See footnotes (6) (7) Common Stock 08/05/2014   J(8)   45,866 A $ 0 45,866 D   Common Stock 08/05/2014   J(9)   38,477 A $ 0 38,477 I See footnotes (6) (10) Common Stock 08/05/2014   J(11)   321 A $ 0 321 I See footnotes (6) (12)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DIXON DONALD R 505 HAMILTON AVENUE, SUITE 200 PALO ALTO, CA 94301	X	X

Signatures

/s/ Donald R. Dixon		08/06/2014
**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)	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)	The shares are held directly by Trident Capital Parallel Fund-V, C.V.
(4)	The shares are held directly by Trident Capital Fund-V Principals Fund, L.P.
(5)	The shares are held directly by Trident Capital Fund-V Affiliates Fund, L.P.
(6)	The shares are held directly by Trident Capital Fund-V Affiliates Fund (Q), L.P.
(7)	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. TCMV disclaims beneficial ownership of these securities except to the extent of its 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.
(8)	Represents the receipt of shares by virtue of the distributions described in footnotes (2), (3) and (4) above as follows: (i) 31,795 shares from Trident Capital Fund-V, L.P., (ii) 2,409 shares from Trident Capital Parallel Fund-V, C.V., and (iii) 11,662 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 (3) above as follows: (i) 35,767 shares from Trident Capital Fund-V, L.P., and (ii) 2,710 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 (5) 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.

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