SEC Form 4 · accession 0001235802-18-000158

QUINSTREET, INC · QNST

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

Reporting owner

James R. Simons

Director

Period of report

Oct 31, 2018

Accepted (ET)

Nov 2, 2018 · 4:51 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^F1,F2,F3	Oct 31, 2018	M	21,780	$11.26	A	43,401	D
Common Stock^F4,F2,F3	Oct 31, 2018	S	21,780	$15.1667	D	21,621	D
Common Stock^F5,F2,F3	Nov 2, 2018	M	25,000	$6.90	A	46,621	D
Common Stock^F5,F2,F3	Nov 2, 2018	M	25,000	$9.24	A	71,621	D
Common Stock^F5,F2,F3	Nov 2, 2018	M	25,000	$4.31	A	96,621	D
Common Stock^F5,F2,F3	Nov 2, 2018	M	25,000	$5.80	A	121,621	D
Common Stock^F6,F2,F3	Nov 2, 2018	S	100,000	$17.0737	D	21,621	D
Common Stock^F6,F7	Nov 2, 2018	S	872	$17.0737	D	0	I	SPVC Affiliates Fund
Common Stock^F6,F8	Nov 2, 2018	S	18	$17.0737	D	0	I	SPVC V, LLC
Common Stock^F9	holding	—	—		—	34,841	I	By Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Nonstatutory Stock Option (right to buy)^F1,F10	$11.26	Oct 31, 2018	M	21,780	D	—	Nov 2, 2018	Common Stock	21,780	D
Nonstatutory Stock Option (right to buy)^F5,F10	$6.90	Nov 2, 2018	M	25,000	D	—	Oct 25, 2019	Common Stock	25,000	D
Nonstatutory Stock Option (right to buy)^F5,F10	$9.24	Nov 2, 2018	M	25,000	D	—	Oct 27, 2020	Common Stock	25,000	D
Nonstatutory Stock Option (right to buy)^F5,F10	$4.31	Nov 2, 2018	M	25,000	D	—	Oct 28, 2021	Common Stock	25,000	D
Nonstatutory Stock Option (right to buy)^F5,F10	$5.80	Nov 2, 2018	M	25,000	D	—	Oct 25, 2022	Common Stock	25,000	D

Explanation of responses

F1Represents an option that was exercised and the purchased shares were sold by the reporting person, for the sole benefit of SPVC V, LLC pursuant to the letter agreement with SPVC V, LLC, under a pre-arranged sales plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
F10This option is fully vested and exercisable.
F2Includes 7,733 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, 2018 and it vests daily over one year. These shares are beneficially owned by the reporting person and are not subject to the letter agreement with SPVC V, LLC where the reporting person holds securities for the sole benefit of SPVC V, LLC.
F3Includes 13,888 shares of common stock that are issuable pursuant to a 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.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $15.47, 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 (4) to this Form 4.
F5Represents an option that was exercised and the purchased shares were sold by the reporting person for the sole benefit of SPVC V, LLC pursuant to the letter agreement with SPVC V, LLC.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.77 to $17.45, 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 (6) to this Form 4.
F7Represents 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.
F8Represents 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.
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.