QUINSTREET, INC — Director's Dealing 2018

Oct 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2018-10-05

Reporting Person: Simons James R. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-05	Common Stock	M	615	$11.26	Acquired	14503	Direct
2018-10-05	Common Stock	S	615	$15.0034	Disposed	13888	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-05	Nonstatutory Stock Option (right to buy)	$11.26	M	615	Disposed	2018-11-02	Common Stock (615)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	872	Indirect
Common Stock	18	Indirect
Common Stock	34841	Indirect

Footnotes

F1: Represents an option that was exercised and the purchased shares were sold under a pre-arranged sales plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

F2: 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 $15.01, 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 (2) to this Form 4.

F3: Includes 13,888 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, 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: Pursuant to the letter agreement with SPVC V, LLC referred to in footnote (3) to this Form 4, the reporting person holds these securities for the sole benefit of SPVC V, LLC.

F5: 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.

F6: 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.

F7: 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.

F8: This option is fully vested and exercisable.