SEC Form 4 · accession 0001117297-19-000004
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
Feb 10, 2019
Accepted (ET)
Feb 12, 2019 · 6:31 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 StockF1,F2 | Feb 10, 2019 | M | 5,250 | $0.00 | A | 246,127 | D | |
| Common Stock | Feb 10, 2019 | F | 2,144 | $14.77 | D | 243,983 | D | |
| Common Stock | Feb 10, 2019 | F | 2,162 | $14.77 | D | 241,821 | D | |
| Common Stock | Feb 10, 2019 | F | 4,321 | $14.77 | D | 237,500 | D | |
| Common StockF4 | holding | — | — | — | 6,903 | I | by Son | |
| Common Stock | holding | — | — | — | 4,006,691 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF5 | $0.00 | Feb 10, 2019 | M | 5,250 | D | — | — | Common Stock | 5,250 | 10,500 | D |
Explanation of responses
- F1Represents shares of common stock earned pursuant to the performance RSU award granted on July 25, 2015 resulting from the achievement of the target stock price on November 24, 2017.
- F2Reflects shares transferred to The Valenti Living Trust from the reporting person's direct holdings.
- F3Exempt transaction pursuant to Section 16b-3 for payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished to the Issuer by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares in this Form 4 for any reason other than to cover required taxes.
- F4Shares held by Mr. Valenti's children.
- F5Represents shares of common stock that are issuable pursuant to a performance RSU award with a grant date of July 25, 2015. Subject to the achievement of a target stock price (the "performance condition") prior to the expiration date of August 10, 2019, 25% of the RSUs vest on August 10, 2016, and the remaining RSUs vest quarterly thereafter over a period of 3 years, but in no event will vesting occur earlier than the date the performance condition is met.