Statement of Changes in Beneficial Ownership (4)
December 14 2018 - 6:52PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Valenti Douglas
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2. Issuer Name
and
Ticker or Trading Symbol
QUINSTREET, INC
[
QNST
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
950 TOWER LANE, 6TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/12/2018
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(Street)
FOSTER CITY, CA 94404
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/12/2018
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M
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12501
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A
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$3.63
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268751
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D
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Common Stock
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12/12/2018
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S
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12501
(1)
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D
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$16.16
(2)
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256250
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D
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Common Stock
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12/12/2018
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M
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13750
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A
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$9.55
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270000
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D
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Common Stock
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12/12/2018
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S
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13750
(1)
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D
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$16.15
(2)
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256250
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D
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Common Stock
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12/12/2018
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M
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6249
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A
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$4.01
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262499
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D
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Common Stock
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12/12/2018
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S
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6249
(1)
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D
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$16.15
(2)
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256250
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D
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Common Stock
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6903
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I
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by Son
(3)
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Common Stock
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3991318
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I
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by Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$3.63
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12/12/2018
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M
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12501
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(4)
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7/28/2023
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Common Stock
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12501
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$0.0
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118666
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D
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Non-Qualified Stock Option (right to buy)
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$4.01
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12/12/2018
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M
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6249
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(5)
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7/26/2024
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Common Stock
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6249
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$0.0
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80832
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D
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Non-Qualified Stock Option (right to buy)
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$9.55
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12/12/2018
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M
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13750
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(6)
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7/24/2020
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Common Stock
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13750
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$0.0
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61987
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D
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Explanation of Responses:
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(1)
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These shares were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2017 (the "Options Plan"). The Options Plan, along with a separate Rule 10b5-1 trading plan adopted by the Valenti Living Trust pursuant to instructions given to the trustee on November 30, 2017 (the "Trust Plan"), were implemented to meet long-term estate planning and diversification objectives of The Valenti Living Trust and the reporting person, and extend over an approximately two year period. The shares sold represent approximately 1% of the shares beneficially owned by the reporting person as of December 31, 2017.
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(2)
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The shares were sold at prices between $15.85 and $16.41. The reporting person will provide upon request to the SEC, the issuer, or security holder of the issuer, full information regarding the number of shares sold at each price.
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(3)
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Shares held by Mr. Valenti's children.
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(4)
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The shares of common stock subject to the option vest and 25% of the shares underlying the option become exercisable on the first anniversary of the vesting commencement date, July 29, 2016, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is July 29, 2017 and the final vest date is July 29, 2020.
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(5)
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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, 2017, 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, 2018 and the final vest date is July 27, 2021.
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(6)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Valenti Douglas
950 TOWER LANE, 6TH FLOOR
FOSTER CITY, CA 94404
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X
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Chief Executive Officer
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Signatures
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By: Gregory Wong For: Douglas Valenti
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12/14/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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