Amended Statement of Ownership (sc 13g/a)
February 13 2020 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
QuinStreet,
Inc.
(Name of Issuer)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
74874Q100
(CUSIP Number)
December 31, 2019
(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)
☒ Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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SCHEDULE 13G
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CUSIP No. 74874Q100
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Page
2
of 7
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1.
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Names of
Reporting Persons
Douglas Valenti
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2.
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
USA
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Number of Shares
Beneficially Owned by
Each
Reporting Person
With:
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5.
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Sole Voting Power
384,999 (1)
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6.
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Shared Voting Power
3,898,675 (2)
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7.
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Sole Dispositive Power
384,999 (1)
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8.
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Shared Dispositive Power
3,898,675 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,283,674
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (see instructions)
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11.
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Percent of Class Represented by
Amount in Row 9
8.3% (3)
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12.
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Type of Reporting Person (see
instructions)
IN
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(1)
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Represents (i) 353,749 options to purchase shares of common stock held by Mr. Valenti exercisable within
60 days of December 31, 2019 and (ii) 31,250 restricted stock units RSUs held by Mr. Valenti that will vest within 60 days of December 31, 2019.
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(2)
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Represents (i) 3,891,772 shares of common stock held by The Valenti Living Trust, for which Mr. Valenti
and Terri Valenti, Mr. Valentis wife, are co-trustees and (ii) 6,903 shares of common stock held by trusts, for which Mrs. Valenti is trustee, for the benefit of Mr. and
Mrs. Valentis immediate family members over which Mr. Valenti may be deemed to have shared voting and dispositive power.
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(3)
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Based on 51,636,757 shares of common stock issued and outstanding as of December 31, 2019.
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SCHEDULE 13G
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CUSIP No. 74874Q100
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Page
3
of 7
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1.
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Names of
Reporting Persons
Terri Valenti
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2.
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
3,898,675 (1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
3,898,675 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,898,675
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (see instructions)
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11.
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Percent of Class Represented by Amount
in Row 9
7.6% (2)
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12.
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Type of Reporting Person (see
instructions)
IN
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(1)
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Represents (i) 3,891,772 shares of common stock held by The Valenti Living Trust, for which Mr. and
Mrs. Valenti are co-trustees and (ii) 6,903 shares of common stock held by trusts, for which Mrs. Valenti is trustee, for the benefit of Mr. and Mrs. Valentis immediate family members
over which Mr. Valenti may be deemed to have shared voting and dispositive power.
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(2)
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Based on 51,636,757 shares of common stock issued and outstanding as of December 31, 2019.
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SCHEDULE 13G
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CUSIP No. 74874Q100
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Page
4
of 7
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1.
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Names of
Reporting Persons
The Valenti Living Trust
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2.
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
N/A
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
3,891,772 (1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
3,891,772 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,891,772
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (see instructions)
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11.
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Percent of Class Represented by Amount
in Row 9
7.5% (2)
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12.
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Type of Reporting Person (see
instructions)
OO
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(1)
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Represents 3,891,772 shares of common stock held directly by The Valenti Living Trust, for which Mr. and
Mrs. Valenti are co-trustees.
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(2)
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Based on 51,636,757 shares of common stock issued and outstanding as of December 31, 2019.
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SCHEDULE 13G
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CUSIP No. 74874Q100
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Page
5
of 7
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Item 1(a). Name of Issuer:
QuinStreet, Inc.
Item 1(b).
Address of Issuers Principal Executive Offices:
950 Tower Lane, 6th Floor
Foster City, CA 94404
Item 2(a).
Name of Person Filing:
Douglas Valenti
Terri Valenti
The Valenti Living
Trust
Item 2(b). Address of Principal Business Office or, if none, Residence:
c/o QuinStreet, Inc.
950 Tower
Lane, 6th Floor
Foster City, CA 94404
Attn: Douglas Valenti
Item 2(c).
Citizenship:
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Douglas Valenti
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USA
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Terri Valenti
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USA
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The Valenti Living Trust
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N/A
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Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e).
CUSIP Number:
74874Q100
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
Item 4. Ownership
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(a)
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Amount Beneficially Owned:
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Douglas Valenti
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4,283,674
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(1)
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Terri Valenti
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3,898,675
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(2)
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The Valenti Living Trust
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3,891,772
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(5)
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(b)
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Percent of Class (3):
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Douglas Valenti
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8.3
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%
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Terri Valenti
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7.6
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%
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The Valenti Living Trust
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7.5
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%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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Douglas Valenti
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384,999
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(4)
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Terri Valenti
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0
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The Valenti Living Trust
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0
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(ii)
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Shared power to vote or to direct the vote:
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Douglas Valenti
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3,898,675
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(2)
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Terri Valenti
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3,898,675
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(2)
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The Valenti Living Trust
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3,891,772
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(5)
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(iii)
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Sole power to dispose or to direct the disposition of:
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Douglas Valenti
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384,999
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(4)
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Terri Valenti
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0
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The Valenti Living Trust
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0
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SCHEDULE 13G
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CUSIP No. 74874Q100
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Page
6
of 7
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(iv)
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Shared power to dispose or to direct the disposition of:
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Douglas Valenti
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3,898,675
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(2)
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Terri Valenti
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3,898,675
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(2)
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The Valenti Living Trust
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3,891,772
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(5)
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Notes to
Item 4:
(1)
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Represents (i) 353,749 options to purchase shares of common stock held by Mr. Valenti exercisable within
60 days of December 31, 2019, (ii) 31,250 RSUs held by Mr. Valenti that will vest within 60 days of December 31, 2019, (iii) 3,891,772 shares of common stock held by The Valenti Living Trust, for which Mr. and Mrs. Valenti
are co-trustees and (iv) 6,903 shares of common stock held by trusts, for which Mrs. Valenti is trustee, for the benefit of Mr. and Mrs. Valentis immediate family members over which
Mr. Valenti may be deemed to have shared voting and dispositive power.
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(2)
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Represents (i) 3,891,772 shares of common stock held directly by The Valenti Living Trust, for which
Mr. and Mrs. Valenti are co-trustees and (ii) 6,903 shares of common stock held by trusts, for which Mrs. Valenti is trustee, for the benefit of Mr. and Mrs. Valentis immediate
family members over which Mr. Valenti may be deemed to have shared voting and dispositive power.
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(3)
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Based on 51,636,757 shares of common stock issued and outstanding as of December 31, 2019, as set forth in
QuinStreets Form 10-Q filing for the second quarter of fiscal 2020, filed with the SEC on February 7, 2020.
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(4)
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Represents (i) 353,749 options to purchase shares of common stock held by Mr. Valenti exercisable within
60 days of December 31, 2019 and (ii) 31,250 RSUs held by Mr. Valenti that will vest within 60 days of December 31, 2019.
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(5)
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Represents 3,891,772 shares of common stock held by The Valenti Living Trust, for which Mr. and
Mrs. Valenti are co-trustees.
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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
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SCHEDULE 13G
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CUSIP No. 74874Q100
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Page
7
of 7
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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.
Date: February 13, 2020
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DOUGLAS J. VALENTI
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/s/ Douglas J. Valenti
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Douglas J. Valenti
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THE VALENTI LIVING TRUST
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/s/ Douglas J. Valenti, Co-Trustee
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Douglas J. Valenti, Co-Trustee
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TERRI VALENTI
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/s/ Terri Valenti
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Terri Valenti
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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