QUINSTREET, INC — Director's Dealing 2018

Aug 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2018-08-20

Reporting Person: Simons James R. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-20	Common Stock	S	1234	$13.8958	Disposed	31957	Direct
2018-08-20	Common Stock	S	1352	$13.8958	Disposed	20696	Indirect
2018-08-20	Common Stock	S	62774	$13.8958	Disposed	920066	Indirect
2018-08-21	Common Stock	S	351	$14.2605	Disposed	31606	Direct
2018-08-21	Common Stock	S	386	$14.2605	Disposed	20310	Indirect
2018-08-21	Common Stock	S	17878	$14.2605	Disposed	902188	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34841	Indirect

Footnotes

F1: These shares were sold under a pre-arranged sales instruction 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 $13.46 to $14.01, 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.

F4: Pursuant to a letter agreement with SPVC V, LLC, the reporting person holds this security 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.10 to $14.36, 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 (7) to this Form 4.

F8: 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.