Statement of Changes in Beneficial Ownership (4)

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