SEC Form 4 · accession 0001117297-18-000086

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

Dec 12, 2018

Accepted (ET)

Dec 14, 2018 · 6:51 pm EST

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	Dec 12, 2018	M	12,501	$3.63	A	268,751	D
Common Stock^F1,F2	Dec 12, 2018	S	12,501	$16.16	D	256,250	D
Common Stock	Dec 12, 2018	M	13,750	$9.55	A	270,000	D
Common Stock^F1,F2	Dec 12, 2018	S	13,750	$16.15	D	256,250	D
Common Stock	Dec 12, 2018	M	6,249	$4.01	A	262,499	D
Common Stock^F1,F2	Dec 12, 2018	S	6,249	$16.15	D	256,250	D
Common Stock^F3	holding	—	—		—	6,903	I	by Son
Common Stock	holding	—	—		—	3,991,318	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)^F4	$3.63	Dec 12, 2018	M	12,501	D	—	Jul 28, 2023	Common Stock	12,501	118,666	D
Non-Qualified Stock Option (right to buy)^F5	$4.01	Dec 12, 2018	M	6,249	D	—	Jul 26, 2024	Common Stock	6,249	80,832	D
Non-Qualified Stock Option (right to buy)^F6	$9.55	Dec 12, 2018	M	13,750	D	—	Jul 24, 2020	Common Stock	13,750	61,987	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 $15.85 and $16.41. 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.
F3Shares held by Mr. Valenti's children.
F4The shares of common stock subject to the option vest and 25% of the shares underlying the option become exercisable on the first anniversary of the vesting commencement date, July 29, 2016, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is July 29, 2017 and the final vest date is July 29, 2020.
F5The shares of common stock subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, July 27, 2017, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is July 27, 2018 and the final vest date is July 27, 2021.
F6The shares of common stock subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, July 25, 2013, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is July 25, 2014 and the final vest date is July 25, 2017.