SEC Form 4 · accession 0001235802-18-000154
QUINSTREET, INC · QNST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R. Simons
Director
Period of report
Oct 5, 2018
Accepted (ET)
Oct 9, 2018 · 4:55 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 StockF3,F4 | Oct 5, 2018 | M | 615 | $11.26 | A | 14,503 | D | |
| Common StockF2,F3,F4 | Oct 5, 2018 | S | 615 | $15.0034 | D | 13,888 | D | |
| Common StockF5 | holding | — | — | — | 872 | I | SPVC Affiliates Fund | |
| Common StockF6 | holding | — | — | — | 18 | I | SPVC V, LLC | |
| Common StockF7 | holding | — | — | — | 34,841 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonstatutory Stock Option (right to buy)F4,F8 | $11.26 | Oct 5, 2018 | M | 615 | D | — | Nov 2, 2018 | Common Stock | 615 | 0 | D |
Explanation of responses
- F1Represents an option that was exercised and the purchased shares were sold under a pre-arranged sales plan 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 $15.00 to $15.01, 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. This RSU award is held by the reporting person for the sole benefit of SPVC V, LLC pursuant to a letter agreement with SPVC V, LLC.
- F4Pursuant to the letter agreement with SPVC V, LLC referred to in footnote (3) to this Form 4, the reporting person holds these securities 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.
- F7Represents 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.
- F8This option is fully vested and exercisable.