QUINSTREET, INC — Director's Dealing 2010

Feb 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2010-02-17

Reporting Person: Split Rock Partners LLC (10% Owner)
Reporting Person: SPVC V, LLC (10% Owner)
Reporting Person: SPVC AFFILIATES FUND I, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-17	Common Stock	C	121324	—	Acquired	121324	Indirect
2010-02-17	Common Stock	C	5561627	—	Acquired	5561627	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-17	Series A Preferred Stock	$	C	121324	Disposed		Common Stock (121324)	Indirect
2010-02-17	Series A Preferred Stock	$	C	4290440	Disposed		Common Stock (4290440)	Indirect
2010-02-17	Series B Preferred Stock	$	C	1271187	Disposed		Common Stock (1271187)	Indirect

Footnotes

F1: The securities converted into the Issuer's Common Stock at a rate of one-for-one.

F2: Represents securities held directly by SPVC Affiliates Fun I, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals who require a two-thirds vote to act. Split Rock Partners, LLC may be deemed to be an indirect beneficial owner of the reported securities. Split Rock Partners, LLC disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F3: Represents securities held directly by SPVC V, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals who require a two-thirds vote to act. Split Rock Partners, LLC may be deemed to be an indirect beneficial owner of the reported securities. Split Rock Partners, LLC disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: The securities do not have an expiration date. Each share of Series A and Series B Preferred Stock converted automatically into shares of Common Stock in connection with the closing of the Issuer's initial public offering on February 17, 2010. Prior to its conversion into the Issuer's Common Stock, the Series A and Series B Preferred Stock was convertible at any time at the option of the holder.