QUINSTREET, INC — Director's Dealing 2018

Dec 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2018-12-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-12	Common Stock	M	12501	$3.63	Acquired	268751	Direct
2018-12-12	Common Stock	S	12501	$16.16	Disposed	256250	Direct
2018-12-12	Common Stock	M	13750	$9.55	Acquired	270000	Direct
2018-12-12	Common Stock	S	13750	$16.15	Disposed	256250	Direct
2018-12-12	Common Stock	M	6249	$4.01	Acquired	262499	Direct
2018-12-12	Common Stock	S	6249	$16.15	Disposed	256250	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-12	Non-Qualified Stock Option (right to buy)	$3.63	M	12501	Disposed	2023-07-28	Common Stock (12501)	Direct
2018-12-12	Non-Qualified Stock Option (right to buy)	$4.01	M	6249	Disposed	2024-07-26	Common Stock (6249)	Direct
2018-12-12	Non-Qualified Stock Option (right to buy)	$9.55	M	13750	Disposed	2020-07-24	Common Stock (13750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6903	Indirect
Common Stock	3991318	Indirect

Footnotes

F1: These shares were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2017 (the "Options Plan"). The Options Plan, along with a separate Rule 10b5-1 trading plan adopted by the Valenti Living Trust pursuant to instructions given to the trustee on November 30, 2017 (the "Trust Plan"), were implemented to meet long-term estate planning and diversification objectives of The Valenti Living Trust and the reporting person, and extend over an approximately two year period. The shares sold represent approximately 1% of the shares beneficially owned by the reporting person as of December 31, 2017.

F2: The shares were sold at prices between $15.85 and $16.41. The reporting person will provide upon request to the SEC, the issuer, or security holder of the issuer, full information regarding the number of shares sold at each price.

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

F4: 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.

F5: 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.

F6: 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 25, 2013, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is July 25, 2014 and the final vest date is July 25, 2017.