QUINSTREET, INC — Director's Dealing 2018

Feb 2, 2018

SEC Form 4/A — Form 4/A

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2018-01-16

Reporting Person: Simons James R. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-17	Common Stock	S	141762	$8.8895	Disposed	2842142	Indirect
2018-01-18	Common Stock	S	35824	$9.1771	Disposed	2806318	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: On January 18, 2018, the reporting person filed a Form 4, which inadvertently reported that SPVC V, LLC sold 141,672 shares on January 17, 2018. Due to an administrative error, SPVC V, LLC actually sold 141,762 shares on January 17, 2018 and has amended its original Form 4 to reflect the correct amount of shares sold by SPVC V, LLC on January 17, 2018 and to update the amount of securities beneficially owned by SPVC V, LLC following the transaction.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.30 to $9.245, 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 (3) to this Form 4.

F4: 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.06 to $9.23, 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 (5) to this Form 4.