QUINSTREET, INC — Director's Dealing 2020

May 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUINSTREET, INC (QNST)
CIK: 0001117297
Period of Report: 2020-05-12

Reporting Person: SANDS GREGORY P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-12	Common Stock	M	5302	$7.01	Acquired	398651	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-12	Non-Qualified Stock Option (right to buy)	$7.01	M	5302	Disposed	2020-05-13	Common Stock (5302)	Direct
2020-05-13	Non-Qualified Stock Option (right to buy)	$8.42	A	3194	Acquired	2027-05-13	Common Stock (3194)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	169011	Indirect

Footnotes

F1: Shares held by trust of which reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

F2: The shares of common stock subject to this option are fully vested and exercisable.

F3: Mr. Sands elected to receive options in lieu of cash compensation as consideration for his service as a member of QuinStreet, Inc.'s (the "Company") board of directors and a member of the Company's Nominating and Corporate Governance and Compensation Committees for the quarter ended March 31, 2020. The number of options granted was determined by dividing the cash compensation otherwise payable with respect to the quarter by the Black-Scholes value of a single option calculated as of the date of grant. The election is available to independent directors, is made annually and applies to the entire fiscal year.