QUINSTREET, INC — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2018-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-16	Common Stock	S	50000	$12.5199	Disposed	3923481	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	305406	Direct
Common Stock	1432224	Indirect
Common Stock	6903	Indirect

Footnotes

F1: 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 a Rule 10b5-1 trading plan (the "Trust Plan"). The Trust Plan, along with a separate Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2017, 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 $12.18 and $12.78. 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.

F3: Reflects shares transferred to The Valenti Living Trust from DJ & TL Valenti Investments, LP and shares transferred to The Valenti Living Trust from the reporting person's direct holdings.

F4: Shares held by Mr. Valenti's children.