SEC Form 4 · accession 0001117297-18-000013

QUINSTREET, INC · QNST

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Douglas Valenti

Officer — Chief Executive Officer · Director

Period of report

Mar 13, 2018

Accepted (ET)

Mar 15, 2018 · 9:01 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 Stock	Mar 14, 2018	M	7,613	$9.55	A	313,019	D
Common Stock^F1,F2	Mar 14, 2018	S	7,613	$13.7153	D	305,406	D
Common Stock	Mar 14, 2018	M	43,831	$3.63	A	349,237	D
Common Stock^F1,F2	Mar 14, 2018	S	43,831	$13.7153	D	305,406	D
Common Stock^F3,F4	Mar 13, 2018	S	45,697	$13.51	D	3,910,561	I	by Trust
Common Stock^F3,F2	Mar 14, 2018	S	2,382	$13.7153	D	3,908,179	I	by Trust
Common Stock	holding	—	—		—	1,432,224	I	by Partnership
Common Stock^F5	holding	—	—		—	6,903	I	by Son

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)^F6	$3.63	Mar 14, 2018	M	43,831	D	—	Jul 28, 2023	Common Stock	43,831	156,169	D
Non-Qualified Stock Option (right to buy)^F7	$9.55	Mar 14, 2018	M	7,613	D	—	Jul 24, 2020	Common Stock	7,613	102,387	D

Explanation of responses

F1These 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.
F2The 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.
F3These 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.
F4The 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.
F5Shares held by Mr. Valenti's children.
F6The 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.
F7The 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.