SEC Form 4 · accession 0001235802-18-000040

QUINSTREET, INC · QNST

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

Reporting owner

James R. Simons

Director

Period of report

Mar 15, 2018

Accepted (ET)

Mar 19, 2018 · 5:04 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^F2,F3,F4	Mar 15, 2018	S	1,916	$13.6872	D	62,756	D
Common Stock^F2,F5	Mar 15, 2018	S	2,102	$13.6872	D	54,481	I	SPVC Affiliates Fund
Common Stock^F2,F6	Mar 15, 2018	S	97,509	$13.6872	D	2,488,179	I	SPVC V, LLC
Common Stock^F7,F3,F4	Mar 16, 2018	S	2,417	$13.6606	D	60,339	D
Common Stock^F7,F5	Mar 16, 2018	S	2,652	$13.6606	D	51,829	I	SPVC Affiliates Fund
Common Stock^F7,F6	Mar 16, 2018	S	123,121	$13.6606	D	2,365,058	I	SPVC V, LLC
Common Stock^F8	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 $13.53 to $13.85, 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 (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 $13.37 to $13.93, 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.
F8Represents 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.