Edgar Filing: Simons James R.

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Simons James R.

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O SPLIT ROCK PARTNERS, 10400 VIKING DRIVE, SUITE 550

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2011

(Street)

EDEN PRAIRIE, MN 55344

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2011		S⁽¹⁾		259	D	$ 22.776 ⁽²⁾	91,471	I	By SPVC Affiliates Fund I, LLC ⁽³⁾
Common Stock	03/15/2011		S⁽¹⁾		309	D	$ 23.3085 ⁽⁴⁾	91,162	I	By SPVC Affiliates Fund I, LLC ⁽³⁾
Common Stock	03/16/2011		S⁽¹⁾		662	D	$ 22.8416 ⁽⁵⁾	90,500	I	By SPVC Affiliates Fund I, LLC ⁽³⁾
Common Stock	03/16/2011		S⁽¹⁾		45	D	$ 23.4796 ⁽⁶⁾	90,455	I	By SPVC Affiliates Fund I, LLC ⁽³⁾
Common Stock	03/17/2011		S⁽¹⁾		331	D	$ 22.5897 ⁽⁷⁾	90,124	I	By SPVC Affiliates Fund I, LLC ⁽³⁾
Common Stock	03/17/2011		S⁽¹⁾		203	D	$ 23.2538 ⁽⁸⁾	89,921	I	By SPVC Affiliates Fund I, LLC ⁽³⁾
Common Stock	03/15/2011		S⁽¹⁾		11,848	D	$ 22.776 ⁽²⁾	4,193,195	I	By SPVC V, LLC ⁽⁹⁾
Common Stock	03/15/2011		S⁽¹⁾		14,184	D	$ 23.3085 ⁽⁴⁾	4,179,011	I	By SPVC V, LLC ⁽⁹⁾
Common Stock	03/16/2011		S⁽¹⁾		30,338	D	$ 22.8416 ⁽⁵⁾	4,148,673	I	By SPVC V, LLC ⁽⁹⁾
Common Stock	03/16/2011		S⁽¹⁾		2,055	D	$ 23.4796 ⁽⁶⁾	4,146,618	I	By SPVC V, LLC ⁽⁹⁾
Common Stock	03/17/2011		S⁽¹⁾		15,169	D	$ 22.5897 ⁽⁷⁾	4,131,449	I	By SPVC V, LLC ⁽⁹⁾
Common Stock	03/17/2011		S⁽¹⁾		9,297	D	$ 23.2538 ⁽⁸⁾	4,122,152	I	By SPVC V, LLC ⁽⁹⁾
Common Stock								18,568	I	By James Rexroad Simons Trust ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Simons James R. C/O SPLIT ROCK PARTNERS 10400 VIKING DRIVE, SUITE 550 EDEN PRAIRIE, MN 55344	X

Signatures

/s/ Lisa L. Corbin as Attorney-in-Fact for James R. Simons		03/17/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Open market sale pursuant to a Rule 10b5-1 trading plan established on December 16, 2010.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices between $22.18 and $23.17, inclusive. The reporting person will provide to the SEC Staff, QuinStreet, Inc. or any security holder of QuinStreet, Inc., upon request, full information regarding the number of shares sold at each separate price.
(3)	Represents securities held directly by SPVC Affiliates Fund I, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to three individuals (one of whom is the reporting person) who require a two-thirds vote to act. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices between $23.18 and $23.47, inclusive. The reporting person will provide to the SEC Staff, QuinStreet, Inc. or any security holder of QuinStreet, Inc., upon request, full information regarding the number of shares sold at each separate price.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices between $22.40 and $23.39, inclusive. The reporting person will provide to the SEC Staff, QuinStreet, Inc. or any security holder of QuinStreet, Inc., upon request, full information regarding the number of shares sold at each separate price.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices between $23.40 and $23.61, inclusive. The reporting person will provide to the SEC Staff, QuinStreet, Inc. or any security holder of QuinStreet, Inc., upon request, full information regarding the number of shares sold at each separate price.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices between $22.11 and $23.10, inclusive. The reporting person will provide to the SEC Staff, QuinStreet, Inc. or any security holder of QuinStreet, Inc., upon request, full information regarding the number of shares sold at each separate price.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices between $23.11 and $23.53, inclusive. The reporting person will provide to the SEC Staff, QuinStreet, Inc. or any security holder of QuinStreet, Inc., upon request, full information regarding the number of shares sold at each separate price.
(9)	Represents securities held directly by SPVC V, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to three individuals (one of whom is the reporting person) who require a two-thirds vote to act. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(10)	Represents securities held directly by the James Rexroad Simons Trust, which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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