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 * Valenti Douglas 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
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)         (First)         (Middle)
950 TOWER LANE, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
4/1/2021
(Street)
FOSTER CITY, CA 94404
(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 Stock  4/1/2021    M    2083  A $4.01  381725  D   
Common Stock  4/1/2021    S    2083 (1) D $20.78 (2) 379642  D   
Common Stock  4/1/2021    M    225  A $3.63  379867  D   
Common Stock  4/1/2021    S    225 (1) D $20.78 (2) 379642  D   
Common Stock                 6903  I  by Son (3)
Common Stock                 2977001  I  by Trust 

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)  $3.63  4/1/2021    M        225    (4) 7/28/2023  Common Stock  225  $0.0  3776  D   
Non-Qualified Stock Option (right to buy)  $4.01  4/1/2021    M        2083    (5) 7/26/2024  Common Stock  2083  $0.0  8334  D   

Explanation of Responses:
(1)  These shares were effected pursuant to a Rule 10b5-1 trading plan. The plan was implemented to meet long-term estate planning and diversification objectives of the reporting person, and extend over a multi-year period. The shares sold represent less than 1% of the shares beneficially owned by the reporting person as of December 31, 2020.
(2)  The shares were sold at prices between $20.53 and $20.92. 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.
(3)  Shares held by Mr. Valenti's children.
(4)  The shares of common stock subject to this option are fully vested and exercisable.
(5)  The option vested and became exercisable at a rate of 25% of the option on the first anniversary of the vesting commencement date, July 27, 2017, and the remainder of the option vest in equal monthly installments over 36 months thereafter. The initial vest date was July 27, 2018 and the final vest date is July 27, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Valenti Douglas
950 TOWER LANE, 6TH FLOOR
FOSTER CITY, CA 94404
X
Chief Executive Officer

Signatures
By: Gregory Wong For: Douglas Valenti 4/5/2021
**Signature of Reporting Person Date