QUINSTREET, INC — Director's Dealing 2018

Mar 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2018-03-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-14	Common Stock	M	7613	$9.55	Acquired	313019	Direct
2018-03-14	Common Stock	S	7613	$13.7153	Disposed	305406	Direct
2018-03-14	Common Stock	M	43831	$3.63	Acquired	349237	Direct
2018-03-14	Common Stock	S	43831	$13.7153	Disposed	305406	Direct
2018-03-13	Common Stock	S	45697	$13.51	Disposed	3910561	Indirect
2018-03-14	Common Stock	S	2382	$13.7153	Disposed	3908179	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-14	Non-Qualified Stock Option (right to buy)	$3.63	M	43831	Disposed	2023-07-28	Common Stock (43831)	Direct
2018-03-14	Non-Qualified Stock Option (right to buy)	$9.55	M	7613	Disposed	2020-07-24	Common Stock (7613)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1432224	Indirect
Common Stock	6903	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 $13.42 and $13.94. 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: These shares were sold by The Valenti Living Trust pursuant to instructions given to the trustee by the reporting person on November 30, 2017, pursuant to the Trust Plan. The Trust Plan, along with the Options 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.

F4: The shares were sold at prices between $13.35 and $13.78. 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.

F5: Shares held by Mr. Valenti's children.

F6: The option vested and became exercisable at a rate of 25% of the option on the first anniversary of the vesting commencement date, July 29, 2016, and the remainder of the option vest in equal monthly installments over 36 months thereafter. The initial vest date was July 29, 2017 and the final vest date is July 29, 2020.

F7: The option vested and became exercisable at a rate of 25% of the option on the first anniversary of the vesting commencement date, July 25, 2013, and the remainder of the option vested in equal monthly installments over 36 months thereafter. The initial vest date was July 25, 2014 and the final vest date was July 25, 2017.