QUINSTREET, INC — Director's Dealing 2010

Feb 10, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2010-02-10

Reporting Person: SANDS GREGORY P (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	892	Indirect
Common	63	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$19	2016-11-16	Common (25000)		Direct
Series A Preferred Stock	$		Common (2200)		Indirect
Series B Preferred Stock	$		Common (12712)		Indirect
Series B Preferred Stock	$		Common (5893)		Indirect
Series A Preferred Stock	$		Common (69072)		Indirect
Series B Preferred Stock	$		Common (7977)		Indirect

Footnotes

F1: Shares held by a charitable remainder unitrust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

F2: Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

F3: The reporting person shares pecuniary interest in these shares with other individuals pursuant to a contractual relationship. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

F4: The issuer's Series A Preferred Stock converts automatically into common stock without consideration on a two-for-one basis immediately upon the completion of the issuer's initial public offering.

F5: Shares held by the children of the reporting person. The reporting person disclaims beneficial ownership in these shares.

F6: The issuer's Series B Preferred Stock converts automatically into common stock without consideration on a one-for-one basis immediately upon the completion of the issuer's initial public offering.