QUINSTREET, INC — Director's Dealing 2013

May 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2013-05-14

Reporting Person: SANDS GREGORY P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-14	Stock Option (Right to Buy)	$7.0100	A	5302.0000	Acquired	2020-05-13	Common (5302.0000)	Direct

Footnotes

F1: The shares subject to the option are 100% exercisable upon the date of grant.

F2: Mr. Sands elected to receive options in lieu of cash compensation for his service as a member of QuinStreet, Inc.'s (the "Company") board of directors and a member of the Company's Nominating and Corporate Governance and Compensation Committees for the quarter ended March 31, 2013. The number of option shares granted was determined by dividing the cash compensation otherwise payable with respect to the quarter by the Black-Scholes value of a single option share calculated as of the date of grant. The election is available to independent directors, is made annually and applies to the entire fiscal year.