SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Solomon Glenn

(Last)

(First)

(Middle)

C/O QUINSTREET, INC.

1051 EAST HILLSDALE BLVD., 8TH FLOOR

(Street)

FOSTER CITY

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2010

3. Issuer Name and Ticker or Trading Symbol
QUINSTREET, INC [ QNST ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,076,064	I	See FN⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,590,911⁽³⁾	⁽⁴⁾	I	See FN⁽³⁾
Stock Option (Right to Buy)	⁽⁵⁾	11/16/2016	Common Stock	25,000	$19	D

Explanation of Responses:

1. The shares are held as follows: 927,616 by Granite Global Ventures II L.P. ("GGV II L.P."), 125,963 by Granite Global Ventures III L.P. ("GGV III L.P."), 19,414 by GGV II Entrepreneurs Fund L.P. ("GGV II Entrepreneurs") and 3,071 by GGV III Entrepreneurs Fund L.P. ("GGV III Entrepreneurs" and collectively with GGV II L.P., GGV III, L.P. and GGV II Entrepreneurs, the "Funds"). The Reporting Person is a Managing Director of Granite Global Ventures III L.L.C., the general partner of GGV III L.P. and GGV III Entrpreneurs. The Reporting Person is also a Managing Director of Granite Global Ventures II L.L.C., the general partner of GGV II L.P. and GGV II Entrepreneurs. The Reporting Person has shared voting and investment authority over the shares held by the Funds. The Reporting Person disclaims beneficial ownership of the shares held by the Funds except to the extent of his proportionate pecuniary interest therein.

2. These securities are preferred stock of the Issuer and do not have an expiration date. These securities will automatically convert into shares of common stock in connection with the Issuer's initial public offering.

3. The shares are held as follows: 186,571 by GGV II L.P., 1,367,105 by GGV III L.P., 3,905 by GGV II Entrepreneurs and 33,330 by GGV III Entrepreneurs. The Reporting Person is a Managing Director of Granite Global Ventures III L.L.C., the general partner of GGV III L.P. and GGV III Entrpreneurs. The Reporting Person is also a Managing Director of Granite Global Ventures II L.L.C., the general partner of GGV II L.P. and GGV II Entrepreneurs. The Reporting Person has shared voting and investment authority over the shares held by the Funds. The Reporting Person disclaims beneficial ownership of the shares held by the Funds except to the extent of his proportionate pecuniary interest therein.

4. Each share of Series B Convertible Preferred Stock will convert automatically into shares of Common Stock on a 1-for-1 basis in connection with the Issuer's initial public offering.

5. The shares subject to the option are fully vested and exercisable.

Remarks:

	/s/ Daniel E. Caul, Attorney-in-fact	02/10/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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