QUINSTREET, INC — Director's Dealing 2017

Feb 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2017-02-01

Reporting Person: SHEEHAN ANDREW T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-01	Common	A	15000.0000	$0.0000	Acquired	15000.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-01	Non-Qualified Stock Option (Right to Buy)	$3.4000	A	50000.0000	Acquired	2024-01-31	Common (50000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	340688.0000	Indirect
Common	200.0000	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 February 1, 2017 and it vests daily over a period of four years.

F2: Shares held by a limited partnership of which the reporting person is the managing director of its general partner. The reporting person disclaims beneficial ownership of these shares except as to the reporting person's pecuniary interest therein.

F3: Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

F4: Represents shares of common stock subject to a stock option award. The vesting commencement date of the stock option award is February 1, 2017 and it vests monthly in equal installments over a period of four years.