QuinStreet, Inc.
QUINSTREET, INC (Form: 4, Received: 02/03/2017 20:15:10)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SHEEHAN ANDREW T
2. Issuer Name and Ticker or Trading Symbol

QUINSTREET, INC [ QNST ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

755 PAGE MILL ROAD, SUITE A-200
3. Date of Earliest Transaction (MM/DD/YYYY)

2/1/2017
(Street)

PALO ALTO, CA 94304-1005
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common   2/1/2017     A    15000.0000   (1) A $0.0000   15000.0000   D    
Common                  340688.0000   I   By Ltd Partnership (TVP)   (2)
Common                  200.0000   I   By Trust (Trustees)   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)   $3.4000   2/1/2017     A      50000.0000         (4) 1/31/2024   Common   50000.0000   $0.0000   50000.0000   D    

Explanation of Responses:
( 1)  Represents shares of common stock that are issuable pursuant to a Restricted Stock Unit ("RSU") award. The vesting commencement date of the RSU award is February 1, 2017 and it vests daily over a period of four years.
( 2)  Shares held by a limited partnership of which the reporting person is the managing director of its general partner. The reporting person disclaims beneficial ownership of these shares except as to the reporting person's pecuniary interest therein.
( 3)  Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
( 4)  Represents shares of common stock subject to a stock option award. The vesting commencement date of the stock option award is February 1, 2017 and it vests monthly in equal installments over a period of four years.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHEEHAN ANDREW T
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA 94304-1005
X



Signatures
/s/ Robert Yin, by power of attorney 2/3/2017
** 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 4(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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