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^*

Brooks Peter

(Last)

(First)

(Middle)

950 TOWER LANE, 6TH FLOOR

(Street)

FOSTER CITY

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2013

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

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

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

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	62,500⁽¹⁾	D

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)
Incentive Stock Option (right to buy)	⁽²⁾	08/06/2016	Common Stock	22,210	$9.01	D
Incentive Stock Option (right to buy)	⁽³⁾	11/30/2016	Common Stock	19,815	$9.4	D
Incentive Stock Option (right to buy)	⁽³⁾	05/30/2014	Common Stock	7,755	$10.28	D
Incentive Stock Option (right to buy)	⁽³⁾	07/24/2015	Common Stock	6,700	$10.28	D
Incentive Stock Option (right to buy)	⁽⁴⁾	08/03/2018	Common Stock	16,536	$11.67	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	08/06/2016	Common Stock	27,790	$9.01	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	11/30/2016	Common Stock	185	$9.4	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	07/24/2020	Common Stock	75,000	$9.55	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	07/26/2019	Common Stock	50,000	$9.64	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	05/30/2014	Common Stock	5,245	$10.28	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	07/24/2015	Common Stock	8,300	$10.28	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	08/03/2018	Common Stock	18,464	$11.67	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	11/16/2016	Common Stock	20,000	$19	D

Explanation of Responses:

1. Represents shares of common stock that are issuable pursuant to two Restricted Stock Unit (RSU) awards. The vesting commencement date of the first RSU award of 25,000 shares is August 10, 2012 and it vests 25% after one year and quarterly thereafter in equal installments over a period of 3 years so that the initial vest date will be August 10, 2013 and the final vest date will be August 10, 2016. The vesting commencement date of the second RSU award of 37,500 shares is August 10, 2013 and it vests 25% after one year and quarterly thereafter in equal installments over a period of 3 years so that the initial vest date will be August 10, 2014 and the final vest date will be August 10, 2017.

2. The shares of common stock subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, August 7, 2009 and the remainder of the shares underlying the options vest in equal monthly installments over 36 months thereafter. The initial vest date is August 7, 2010 and the final vest date is August 7, 2013.

3. The shares of common stock subject to the option are fully vested and became exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the grant date and then monthly thereafter over 36 months.

4. The shares of common stock subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, August 4, 2011 and the remainder of the shares underlying the options vest in equal monthly installments over 36 months thereafter. The initial vest date is August 4, 2012 and the final vest date is August 4, 2015.

5. The shares of common stock subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, July 25, 2013, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is July 25, 2014 and the final vest date is July 25, 2017.

6. The shares of common stock subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, July 27, 2012, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is July 27, 2013 and the final vest date is July 27, 2016.

7. The shares of common stock subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, November 17, 2009, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is November 17, 2010 and the final vest date is November 17, 2013.

	By: Margaretta Smith For: Peter Brooks	08/02/2013
	** 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).
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