SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SANDS GREGORY P (Last) (First) (Middle) 755 PAGE MILL ROAD, SUITE A-200 (Street) PALO ALTO CA 94304-1005 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 02/17/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year) 02/17/2010	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	02/17/2010		C		12,712	A	$0(1)	12,712(2)	I	By Children(3)
Common	02/17/2010		C		2,200	A	$0(4)	14,912(2)	I	By Children(3)
Common	02/17/2010		C		5,893	A	$0(1)	6,785(2)	I	By Trust (CRT)(5)
Common	02/17/2010		C		69,072	A	$0(4)	69,135(2)	I	By Trust (Trustees)(6)
Common	02/17/2010		C		7,977	A	$0(1)	77,112(2)	I	By Trust (Trustees)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Series A Preferred Stock	(4)	02/17/2010		C			2,200	(4)	(4)	Common	2,200	$0(4)	0(2)	I	By Children(3)
Series B Preferred Stock	(1)	02/17/2010		C			12,712	(1)	(1)	Common	12,712	$0(1)	0(2)	I	By Children(3)
Series B Preferred Stock	(1)	02/17/2010		C			5,893	(1)	(1)	Common	5,893	$0(1)	0(2)	I	By Trust (CRT)(5)
Series A Preferred Stock	(4)	02/17/2010		C			69,072	(4)	(4)	Common	69,072	$0(4)	0(2)	I	By Trust (Trustees)(6)
Series B Preferred Stock	(1)	02/17/2010		C			7,977	(1)	(1)	Common	7,977	$0(1)	0(2)	I	By Trust (Trustees)(6)

Explanation of Responses:

1. The issuer's Series B Preferred Stock converts automatically into common stock without consideration on a one-for-one basis immediately upon the completion of the issuer's initial public offering.

2. Pursuant to the SEC FAQ's for filing amendments that have no changes, this transaction is being re-reported in order to gain access to the SEC website.

3. Shares held by the children of the reporting person. The reporting person disclaims beneficial ownership in these shares.

4. The issuer's Series A Preferred Stock converts automatically into common stock without consideration on a two-for-one basis immediately upon the completion of the issuer's initial public offering.

5. Shares held by a charitable remainder unitrust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

6. 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.

Remarks:

Form 4 amended to reflect that the reporting person was not a 10% Owner at the time of original filing.

	Robert Yin, by power of attorney	05/13/2010
	** 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 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).
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