QUINSTREET, INC — Director's Dealing 2017

Aug 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2017-07-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-27	Common Stock	A	100000	$0.0	Acquired	420902	Direct
2017-07-27	Common Stock	A	54719	$0.0	Acquired	475621	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-27	Non-Qualified Stock Option (right to buy)	$4.01	A	100000	Acquired	2024-07-26	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2046034	Indirect
Common Stock	6903	Indirect
Common Stock	3234698	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, 2017 and it vests 25% after one year and quarterly thereafter in equal installments over a period of 3 years. The initial vest date will be August 10, 2018 and the final vest date will be August 10, 2021.

F2: Represents shares of common stock that are issuable pursuant to a RSU award. 100% of the RSUs vest on August 10, 2018.

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

F4: 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, 2017, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is July 27, 2018 and the final vest date is July 27, 2021.