SEC Form 4 · accession 0001235802-17-000172
QUINSTREET, INC · QNST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R. Simons
Director
Period of report
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 5:35 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 StockF2,F3,F4 | Dec 15, 2017 | S | 1,462 | $8.6999 | D | 76,209 | D | |
| Common StockF2,F5 | Dec 15, 2017 | S | 1,604 | $8.6999 | D | 69,240 | I | SPVC Affiliates Fund |
| Common StockF2,F6 | Dec 15, 2017 | S | 74,434 | $8.6999 | D | 3,173,144 | I | SPVC V, LLC |
| Common StockF7,F3,F4 | Dec 18, 2017 | S | 1,216 | $8.5941 | D | 74,993 | D | |
| Common StockF7,F5 | Dec 18, 2017 | S | 1,334 | $8.5941 | D | 67,906 | I | SPVC Affiliates Fund |
| Common StockF7,F6 | Dec 18, 2017 | S | 61,950 | $8.5941 | D | 3,111,194 | I | SPVC V, LLC |
| Common StockF8,F3,F4 | Dec 19, 2017 | S | 1,655 | $8.6063 | D | 73,338 | D | |
| Common StockF8,F5 | Dec 19, 2017 | S | 1,815 | $8.6063 | D | 66,091 | I | SPVC Affiliates Fund |
| Common StockF8,F6 | Dec 19, 2017 | S | 84,246 | $8.6063 | D | 3,026,948 | I | SPVC V, LLC |
| Common StockF9 | holding | — | — | — | 34,841 | I | By Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares were sold under a pre-arranged sales instruction pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.52 to $8.87, inclusive. The reporting person undertakes to provide to Quinstreet, Inc., any security holder of Quinstreet, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.
- F3Includes 13,888 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, 2017 and it vests daily over one year.
- F4Pursuant to a letter agreement with SPVC V, LLC, the reporting person holds this security for the sole benefit of SPVC V, LLC.
- F5Represents 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.
- F6Represents 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.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.43 to $8.85, inclusive. The reporting person undertakes to provide to Quinstreet, Inc., any security holder of Quinstreet, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (7) to this Form 4.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.49 to $8.85, inclusive. The reporting person undertakes to provide to Quinstreet, Inc., any security holder of Quinstreet, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (8) to this Form 4.
- F9Represents 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.