QUINSTREET, INC — Director's Dealing 2015

Aug 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2015-08-25

Reporting Person: Valenti Douglas (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-25	Common Stock	A	4176.0	$0.0	Acquired	240114	Direct
2015-08-25	Common Stock	F	393.0	$4.95	Disposed	239721	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2046034	Indirect
Common Stock	6903	Indirect
Common Stock	3137916	Indirect

Footnotes

F1: Represents additional shares of common stock issuable pursuant to performance-based Restricted Stock Units (PSUs) earned under the Reporting Person's August 6, 2014 PSU grant and determined following the audit of the Issuer's financial statements for the fiscal year ended June 30, 2015, based on the achievement of certain performance metrics during such fiscal year. These shares are in addition to those previously reported on the Reporting Person's Form 4 filed on July 27, 2015. 25% of these additional shares vested on August 25, 2015, and the remainder vest quarterly thereafter over a period of 3 years.

F2: Exempt transaction pursuant to Section 16b-3 for payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished to the Issuer by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares in this Form 4 for any reason other than to cover required taxes.

F3: Shares held by Mr. Valenti's children.