UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
QuinStreet, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
74874Q100
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes to Schedule 13G).
SCHEDULE 13G
| CUSIP No. 74874Q100 | Page 2 of 8 |
| 1. | Names of Reporting Persons
Douglas Valenti | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
419,254 (1) | ||||
| 6. | Shared Voting Power
5,060,368 (2) | |||||
| 7. | Sole Dispositive Power
419,254 (1) | |||||
| 8. | Shared Dispositive Power
5,060,368 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,479,622 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row 9
12.6% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Represents options to purchase shares of common stock held by Mr. Valenti exercisable within 60 days of December 31, 2013. |
| (2) | Represents (i) 3,007,431 shares of common stock held by The Valenti Living Trust, for which Mr. Valenti and Terri Valenti, Mr. Valenti’s wife, are co-trustees, (ii) 2,046,034 shares of common stock held by DJ & TL Valenti Investments, LP, of which The Valenti Living Trust is the general partner and (iii) 6,903 shares of common stock held by trusts, for which Mrs. Valenti is trustee, for the benefit of Mr. and Mrs. Valenti’s immediate family members over which Mr. Valenti may be deemed to have shared voting and dispositive power. |
| (3) | Based on 43,485,157 shares of common stock issued and outstanding as of December 31, 2013. |
SCHEDULE 13G
| CUSIP No. 74874Q100 | Page 3 of 8 |
| 1. | Names of Reporting Persons
Terri Valenti | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
6,903 (1) | ||||
| 6. | Shared Voting Power
5,053,465 (2) | |||||
| 7. | Sole Dispositive Power
6,903 (1) | |||||
| 8. | Shared Dispositive Power
5,053,465 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,060,368 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row 9
11.6% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Represents 6,903 shares of common stock held in trusts, for which Mrs. Valenti is trustee, for the benefit of Mr. and Mrs. Valenti’s immediate family members. |
| (2) | Represents (i) 3,007,431 shares of common stock held by The Valenti Living Trust, for which Mr. and Mrs. Valenti are co-trustees and (ii) 2,046,034 shares of common stock held by DJ & TL Valenti Investments, LP, of which The Valenti Living Trust is the general partner. |
| (3) | Based on 43,485,157 shares of common stock issued and outstanding as of December 31, 2013. |
SCHEDULE 13G
| CUSIP No. 74874Q100 | Page 4 of 8 |
0
| 1. | Names of Reporting Persons
The Valenti Living Trust | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
N/A | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
5,053,465 (1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
5,053,465 (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,053,465 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row 9
11.6% (2) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | Represents (i) 3,007,431 shares of common stock held directly by The Valenti Living Trust, for which Mr. and Mrs. Valenti are co-trustees and (ii) 2,046,034 shares of common stock held by DJ & TL Valenti Investments, LP, of which The Valenti Living Trust is the general partner. |
| (2) | Based on 43,485,157 shares of common stock issued and outstanding as of December 31, 2013. |
SCHEDULE 13G
| CUSIP No. 74874Q100 | Page 5 of 8 |
| Item 1(a). Name of Issuer: |
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| QuinStreet, Inc. |
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| Item 1(b). Address of Issuer’s Principal Executive Offices: |
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| 950 Tower Lane, 6th Floor |
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| Foster City, CA 94404 |
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| Item 2(a). Name of Person Filing: |
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| Douglas Valenti |
||||
| Terri Valenti |
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| The Valenti Living Trust |
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| Item 2(b). Address of Principal Business Office or, if none, Residence: |
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| c/o QuinStreet, Inc. |
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| 950 Tower Lane, 6th Floor |
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| Foster City, CA 94404 |
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| Attn: Douglas Valenti |
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| Item 2(c). Citizenship: |
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| Douglas Valenti |
USA | |||
| Terri Valenti |
USA | |||
| The Valenti Living Trust |
N/A | |||
| Item 2(d). Title of Class of Securities: |
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| Common Stock |
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| Item 2(e). CUSIP Number: |
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| 74874Q100 |
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| Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| |||
| Not applicable |
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| Item 4. Ownership |
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| (a) Amount Beneficially Owned: |
||||
| Douglas Valenti |
5,479,622 | (1) | ||
| Terri Valenti |
5,060,368 | (6) | ||
| The Valenti Living Trust |
5,053,465 | (2) | ||
| (b) Percent of Class (3): |
||||
| Douglas Valenti |
12.6 | % | ||
| Terri Valenti |
11.6 | % | ||
| The Valenti Living Trust |
11.6 | % | ||
| (c) Number of shares as to which the person has: |
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| (i) Sole power to vote or to direct the vote: |
||||
| Douglas Valenti |
419,254 | (4) | ||
| Terri Valenti |
6,903 | (5) | ||
| The Valenti Living Trust |
0 | |||
| (ii) Shared power to vote or to direct the vote: |
||||
| Douglas Valenti |
5,060,368 | (6) | ||
| Terri Valenti |
5,053,465 | (2) | ||
| The Valenti Living Trust |
5,053,465 | (2) | ||
| (iii) Sole power to dispose or to direct the disposition of: |
||||
| Douglas Valenti |
419,254 | (4) | ||
| Terri Valenti |
6,903 | (5) | ||
| The Valenti Living Trust |
0 | |||
SCHEDULE 13G
| CUSIP No. 74874Q100 | Page 6 of 8 |
| (iv) Shared power to dispose or to direct the disposition of: |
||||
| Douglas Valenti |
5,060,368 | (6) | ||
| Terri Valenti |
5,053,465 | (2) | ||
| The Valenti Living Trust |
5,053,465 | (2) | ||
Notes to Item 4:
| (1) | Represents (i) 419,254 options to purchase shares of common stock held by Mr. Valenti exercisable within 60 days of December 31, 2013, (ii) 3,007,431 shares of common stock held by The Valenti Living Trust, for which Mr. and Mrs. Valenti are co-trustees, (iii) 2,046,034 shares of common stock held by DJ & TL Valenti Investments, LP, of which The Valenti Living Trust is the general partner and (iv) 6,903 shares of common stock held by trusts, for which Mrs. Valenti is trustee, for the benefit of Mr. and Mrs. Valenti’s immediate family members over which Mr. Valenti may be deemed to have shared voting and dispositive power. |
| (2) | Represents (i) 3,007,431 shares of common stock held directly by The Valenti Living Trust, for which Mr. and Mrs. Valenti are co-trustees and (ii) 2,046,034 shares of common stock held by DJ & TL Valenti Investments, LP, of which The Valenti Living Trust is the general partner. |
| (3) | Based on 43,485,157 shares of common stock issued and outstanding as of December 31, 2013. |
| (4) | Represents options to purchase shares of common stock held by Mr. Valenti exercisable within 60 days of December 31, 2013. |
| (5) | Represents 6,903 shares of common stock held by trusts, for which Mrs. Valenti is trustee, for the benefit of Mr. and Mrs. Valenti’s immediate family members. |
| (6) | Represents (i) 3,007,431 shares of common stock held by The Valenti Living Trust, for which Mr. and Mrs. Valenti are co-trustees, (ii) 2,046,034 shares of common stock held by DJ & TL Valenti Investments, LP, of which The Valenti Living Trust is the general partner and (iii) 6,903 shares of common stock held by trusts, for which Mrs. Valenti is trustee, for the benefit of Mr. and Mrs. Valenti’s immediate family members over which Mr. Valenti may be deemed to have shared voting and dispositive power. |
Item 5. Ownership of 5 Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of a Group
Not applicable
Item 10. Certification
Not applicable
| Exhibit |
Document Description | |
| 99.1 | Agreement Pursuant to Rule 13d-1(k)(1)(iii) |
SCHEDULE 13G
| CUSIP No. 74874Q100 | Page 7 of 8 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| DOUGLAS J. VALENTI |
| /s/ Douglas J. Valenti |
| Douglas J. Valenti |
| THE VALENTI LIVING TRUST |
| /s/ Douglas J. Valenti, Co-Trustee |
| Douglas J. Valenti, Co-Trustee |
| TERRI VALENTI |
| /s/ Terri Valenti |
| Terri Valenti |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
SCHEDULE 13G
| CUSIP No. 74874Q100 | Page 8 of 8 |
Exhibit 99.1
Pursuant to Rule 13d-1(k) (1) (iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth herein below.
| DOUGLAS J. VALENTI | ||
| /s/ Douglas J. Valenti | ||
| Douglas J. Valenti | ||
| THE VALENTI LIVING TRUST | ||
| By: | /s/ Douglas J. Valenti, Co-Trustee | |
| Douglas J. Valenti, Co-Trustee | ||
| TERRI VALENTI | ||
| /s/ Terri Valenti | ||
| Terri Valenti | ||