QUINSTREET, INC — Director's Dealing 2012

Jul 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2012-07-27

Reporting Person: Mackley Scott (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-27	Common Stock	A	25000	—	Acquired	149000	Direct
2012-07-27	Common Stock	A	50000	—	Acquired	199000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-27	Non-Qualified Stock Option (right to buy)	$9.64	A	50000	Acquired	2019-07-26	Common Stock (50000)	Direct

Footnotes

F1: Represents shares that are issuable pursuant to restricted stock units. 25% vests on August 10, 2013 and the remaining 75% vests in twelve equal quarterly installments thereafter.

F2: Represents shares that are issuable pursuant to restricted stock units. 50% vests on August 10, 2013 and the 50% vests on August 10, 2014.

F3: The shares subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, which is the date of grant, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter.