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Form 4 QUINSTREET, INC For: Jul 25 Filed by: Collins Martin J

July 28, 2015 2:23 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 *
Collins Martin J

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2015
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 07/25/2015   A   8,300.00 (1) A $ 0 73,460 D  
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
Performance Shares $ 0 07/25/2015   A   40,000.00     (2)   (2) Common Stock 40,000 $ 0 40,000 D  
Explanation of Responses:
1. Represents shares of common stock that are issuable pursuant to a restricted stock unit (RSU) award. 100% of the RSUs vest on August 10, 2016.
2. Represents shares of common stock that are issuable pursuant to a performance RSU award with a grant date of July 25, 2015. Subject to the achievement of a target stock price (the "performance condition") prior to the expiration date of August 10, 2019, 25% of the RSUs vest on August 10, 2016, and the remaining RSUs vest quarterly thereafter over a period of 3 years, but in no event will vesting occur earlier than the date the performance condition is met.
By: Gregory Wong For: Martin J. Collins 07/28/2015
** 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 Gregory Wong, Natalie Zimmer, Doris Choi and
Nailao Chao 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 8th day of May 2015.

Signature         Martin J Collins
Print Name        Martin J Collins



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