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Form 4 QUINSTREET, INC For: Aug 25 Filed by: Valenti Douglas

August 27, 2015 2:41 PM EDT
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
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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 *
Valenti Douglas

(Last) (First) (Middle)
950 TOWER LANE, 6TH FLOOR

(Street)
FOSTER CITY CA 94404

(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 X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Stock 08/25/2015   A   4,176.00 (1) A $ 0 240,114 D  
Common Stock 08/25/2015   F (2)   393.00 D $ 4.95 239,721 D  
Common Stock               2,046,034 I by Partnership
Common Stock               6,903 I by Son (3)
Common Stock               3,137,916 I by Trust
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
Explanation of Responses:
1. Represents additional shares of common stock issuable pursuant to performance-based Restricted Stock Units (PSUs) earned under the Reporting Person's August 6, 2014 PSU grant and determined following the audit of the Issuer's financial statements for the fiscal year ended June 30, 2015, based on the achievement of certain performance metrics during such fiscal year. These shares are in addition to those previously reported on the Reporting Person's Form 4 filed on July 27, 2015. 25% of these additional shares vested on August 25, 2015, and the remainder vest quarterly thereafter over a period of 3 years.
2. Exempt transaction pursuant to Section 16b-3 for payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished to the Issuer by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares in this Form 4 for any reason other than to cover required taxes.
3. Shares held by Mr. Valenti's children.
By: Gregory Wong For: Douglas Valenti 08/27/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
POWER OF ATTORNEY
For Section 16 Compliance
Know all by these presents that the undersigned hereby constitutes
 and appoints each of Martin J. Collins, Gregory Wong, Kenneth Hahn, and
Jolie Van Kampen as the undersigned's true and lawful attorneys-in-fact, 
each with the authority to act independently, to:
      (1)	execute for and on behalf of the undersigned, in the 
undersigned's capacity as an officer and/or director of QuinStreet, Inc. 
(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the 
Securities Exchange Act of 1934 and the rules thereunder;
      (2)	do and perform any and all acts for and on behalf of the 
undersigned which may be necessary or desirable to complete and execute any 
such Form 3,4, or 5, complete and execute any amendment or amendments thereto,
 and timely file such form with the United States Securities and Exchange 
Commission and any stock exchange or similar authority; and
      (3)	take any other action of any type whatsoever in connection 
with the foregoing which, in the opinion of such attorney-in-fact, may be of 
benefit to, in the best interest of, or legally required by, the undersigned, 
it being understood that the documents executed by such attorney-in-fact on 
behalf of the undersigned pursuant to this Power of Attorney shall 
be in such form, and shall contain such terms and conditions as such 
attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power 
and authority to do and perform any and every act and thing whatsoever 
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, with full power of 
substitution or revocation, hereby ratifying and confirming all that each such
attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, 
shall lawfully do or cause to be done by virtue of this power of attorney and 
the rights and powers herein granted. The undersigned acknowledges that 
the foregoing attorneys-in-fact, in serving in such capacity at the request 
of the undersigned, is not assuming, nor is the Company assuming, any of the 
undersigned's responsibilities to comply with Section 16 of the Securities 
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the 
undersigned is no longer required to file Forms 3, 4, and 5 with respect to 
the undersigned's holdings of and transactions in securities issued by the 
Company, unless earlier revoked by the undersigned in a signed writing 
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be '
executed as of this 6th day of May 2014.

Signature         Douglas Valenti
Print Name        Douglas Valenti



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