QUINSTREET, INC — Director's Dealing 2013

Oct 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2013-10-28

Reporting Person: SANDS GREGORY P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-28	Common Stock	A	10000	—	Acquired	10000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-28	Non-Qualified Stock Option (right to buy)	$9.24	A	25000	Acquired	2020-10-27	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6785	Indirect
Common Stock	14912	Indirect
Common Stock	202761	Indirect

Footnotes

F1: Represents shares of common stock that are issuable pursuant to a Restricted Stock Unit (RSU) award. The RSU award vests quarterly in equal installments over a period of one year beginning on November 10, 2013. The initial vest date will be February 10, 2014.

F2: 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.

F3: Shares held by children of the reporting person. The reporting person disclaims beneficial ownership in these shares.

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

F5: The shares of common stock subject to the option vest monthly in equal installments over a period of one year beginning on October 28, 2013. The initial vest date will be November 28, 2013.