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: YOUNGER WILLIAM H JR (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2252	Indirect
Common	2851	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common (22371)		Indirect
Series B Preferred Stock	$		Common (1086)		Indirect
Series A Preferred Stock	$		Common (52732)		Indirect
Series B Preferred Stock	$		Common (15194)		Indirect

Footnotes

F1: Shares held by the grandchildren of the reporting person. The reporting person disclaims beneficial ownership in these shares.

F2: Shares held by a trust 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.

F3: 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.

F4: Shares held by a limited partnership of which the reporting person is the trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

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

F6: 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.