QUINSTREET, INC — Director's Dealing 2018

Nov 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2018-10-31

Reporting Person: Simons James R. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-31	Common Stock	M	21780	$11.26	Acquired	43401	Direct
2018-10-31	Common Stock	S	21780	$15.1667	Disposed	21621	Direct
2018-11-02	Common Stock	M	25000	$6.9	Acquired	46621	Direct
2018-11-02	Common Stock	M	25000	$9.24	Acquired	71621	Direct
2018-11-02	Common Stock	M	25000	$4.31	Acquired	96621	Direct
2018-11-02	Common Stock	M	25000	$5.8	Acquired	121621	Direct
2018-11-02	Common Stock	S	100000	$17.0737	Disposed	21621	Direct
2018-11-02	Common Stock	S	872	$17.0737	Disposed	0	Indirect
2018-11-02	Common Stock	S	18	$17.0737	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-31	Nonstatutory Stock Option (right to buy)	$11.26	M	21780	Disposed	2018-11-02	Common Stock (21780)	Direct
2018-11-02	Nonstatutory Stock Option (right to buy)	$6.9	M	25000	Disposed	2019-10-25	Common Stock (25000)	Direct
2018-11-02	Nonstatutory Stock Option (right to buy)	$9.24	M	25000	Disposed	2020-10-27	Common Stock (25000)	Direct
2018-11-02	Nonstatutory Stock Option (right to buy)	$4.31	M	25000	Disposed	2021-10-28	Common Stock (25000)	Direct
2018-11-02	Nonstatutory Stock Option (right to buy)	$5.8	M	25000	Disposed	2022-10-25	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34841	Indirect

Footnotes

F1: Represents an option that was exercised and the purchased shares were sold by the reporting person, for the sole benefit of SPVC V, LLC pursuant to the letter agreement with SPVC V, LLC, under a pre-arranged sales plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

F2: Includes 7,733 shares of common stock that are issuable pursuant to a Restricted Stock Unit (RSU) award. The vesting commencement date of the RSU award is November 10, 2018 and it vests daily over one year. These shares are beneficially owned by the reporting person and are not subject to the letter agreement with SPVC V, LLC where the reporting person holds securities for the sole benefit of SPVC V, LLC.

F3: Includes 13,888 shares of common stock that are issuable pursuant to a RSU award. The vesting commencement date of the RSU award is November 10, 2017 and it vests daily over one year. This RSU award is held by the reporting person for the sole benefit of SPVC V, LLC pursuant to a letter agreement with SPVC V, LLC.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $15.47, inclusive. The reporting person undertakes to provide to QuinStreet, Inc., any security holder of QuinStreet, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

F5: Represents an option that was exercised and the purchased shares were sold by the reporting person for the sole benefit of SPVC V, LLC pursuant to the letter agreement with SPVC V, LLC.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.77 to $17.45, inclusive. The reporting person undertakes to provide to QuinStreet, Inc., any security holder of QuinStreet, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (6) to this Form 4.

F7: Represents securities held directly by SPVC Affiliates Fund I, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to three individuals (one of whom is the reporting person) who require a two-thirds vote to act. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F8: Represents securities held directly by SPVC V, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to three individuals (one of whom is the reporting person) who require a two-thirds vote to act. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F9: Represents securities held directly by the James Rexroad Simons Trust, which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F10: This option is fully vested and exercisable.