QUINSTREET, INC — Director's Dealing 2016

Aug 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2016-07-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-29	Common Stock	A	200000.0	$0.0	Acquired	419339	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-29	Non-Qualified Stock Option (right to buy)	$3.63	A	200000.0	Acquired	2023-07-28	Common Stock (200000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2046034	Indirect
Common Stock	6903	Indirect
Common Stock	3171541	Indirect

Footnotes

F1: Represents shares of common stock that are issuable pursuant to a Restricted Stock Unit (RSU) award. The vesting commencement date of the RSU award is August 10, 2016 and it vests 25% after one year and quarterly thereafter in equal installments over a period of 3 years. The initial vest date is August 10, 2017 and the final vest date is August 10, 2020.

F2: Shares held by Mr. Valenti's children.

F3: The shares of common stock subject to the option vest and 25% of the shares underlying the option become exercisable on the first anniversary of the vesting commencement date, July 29, 2016, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is July 29, 2017 and the final vest date is July 29, 2020.