QUINSTREET, INC — Director's Dealing 2013

Jan 31, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2013-01-28

Reporting Person: Wong Gregory (Principal Accounting Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (right to buy)	$9.01	2016-08-06	Common Stock (5000)		Direct
Incentive Stock Option (right to buy)	$10.28	2015-04-24	Common Stock (20000)		Direct
Incentive Stock Option (right to buy)	$11.67	2018-08-03	Common Stock (22802)		Direct
Non-Qualified Stock Option (right to buy)	$5.79	2020-01-27	Common Stock (20000)		Direct
Non-Qualified Stock Option (right to buy)	$9.64	2019-07-26	Common Stock (30000)		Direct
Non-Qualified Stock Option (right to buy)	$11.67	2018-08-03	Common Stock (2198)		Direct

Footnotes

F1: Represents shares of common stock that are issuable pursuant to two Restricted Stock Unit (RSU) awards. The first RSU award of 15,000 shares vests to 25% of the shares on August 10, 2013 and the remaining 75% of the shares vest in twelve equal quarterly installments thereafter. The second RSU award of 15,000 shares vest to 25% of the shares on February 10, 2014 and the remaining 75% of the shares vest in twelve equal quarterly installments thereafter.

F2: The shares of common stock 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, August 7, 2009, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter.

F3: The shares of common stock subject to this option are fully vested and exercisable.

F4: The ISO and NQ option grants sharing the grant date of August 4, 2011 are combined, and the shares of common stock subject to the options vest and become exercisable at a rate of 25% of the shares underlying the options on the first anniversary of the vesting commencement date, August 4, 2011 and the remainder of the shares underlying the options vest in equal monthly installments over 36 months thereafter.

F5: The shares of common stock 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, January 28, 2013, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter.

F6: The shares of common stock 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, July 27, 2012, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter.