SEC Form 4 · accession 0001117297-15-000046
QUINSTREET, INC · QNST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R. Simons
Director
Period of report
Oct 26, 2015
Accepted (ET)
Oct 28, 2015 · 8:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001117297
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 26, 2015 | A | 10,000 | $0.00 | A | 30,000 | D | |
| Common StockF3 | holding | — | — | — | 70,844 | I | SPVC Affiliates Fund | |
| Common StockF4 | holding | — | — | — | 3,247,578 | I | SPVC V, LLC | |
| Common StockF5 | holding | — | — | — | 34,841 | I | by Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F2,F6 | $5.80 | Oct 26, 2015 | A | 25,000 | A | — | Oct 25, 2022 | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1Represents 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, 2015 and it vests daily over one year.
- F2Pursuant to a letter agreement with SPVC V, LLC, the reporting person holds this security for the sole benefit of SPVC V, LLC.
- F3Represents 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.
- F4Represents 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.
- F5Represents 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.
- F6Represents shares of common stock subject to a stock option award. The vesting commencement date of the stock option award is October 26, 2015 and it vests monthly in equal installments over a period of one year. The initial vest date is November 26, 2015 and the final vest date is October 26, 2016.