QUINSTREET, INC — Director's Dealing 2015

Jul 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2015-07-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-23	Common Stock	A	51324.0	$0.0	Acquired	247097	Direct
2015-07-24	Common Stock	F	4707.0	$6.18	Disposed	242390	Direct
2015-07-25	Common Stock	A	23400.0	$0.0	Acquired	265790	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-25	Performance Shares	$0.0	A	84000.0	Acquired		Common Stock (84000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2046034	Indirect
Common Stock	6903	Indirect
Common Stock	3123081	Indirect

Footnotes

F1: Represents shares of common stock issuable pursuant to Restricted Stock Units (RSUs), previously granted on August 6, 2014, and earned from performance ("earned RSUs") based on the achievement of certain performance metrics during the fiscal year ended June 30, 2015, as determined on July 23, 2015. 25% of the earned RSUs vest on July 24, 2015, and the remaining earned RSUs 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: Represents shares of common stock that are issuable pursuant to a RSU award. 100% of the RSUs vest on August 10, 2016.

F4: Shares held by Mr. Valenti's children.

F5: Represents shares of common stock that are issuable pursuant to a performance RSU award with a grant date of July 25, 2015. Subject to the achievement of a target stock price (the "performance condition") prior to the expiration date of August 10, 2019, 25% of the RSUs vest on August 10, 2016, and the remaining RSUs vest quarterly thereafter over a period of 3 years, but in no event will vesting occur earlier than the date the performance condition is met.