Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Brooks Peter
 2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2013		 3. Issuer Name and Ticker or Trading Symbol
QUINSTREET, INC [QNST]
(Last)
(First)
(Middle)
950 TOWER LANE, 6TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FOSTER CITY, CA 94404		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 62,500 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy)   (2) 08/06/2016 Common Stock 22,210 $ 9.01 D  
Incentive Stock Option (right to buy)   (3) 11/30/2016 Common Stock 19,815 $ 9.4 D  
Incentive Stock Option (right to buy)   (3) 05/30/2014 Common Stock 7,755 $ 10.28 D  
Incentive Stock Option (right to buy)   (3) 07/24/2015 Common Stock 6,700 $ 10.28 D  
Incentive Stock Option (right to buy)   (4) 08/03/2018 Common Stock 16,536 $ 11.67 D  
Non-Qualified Stock Option (right to buy)   (2) 08/06/2016 Common Stock 27,790 $ 9.01 D  
Non-Qualified Stock Option (right to buy)   (3) 11/30/2016 Common Stock 185 $ 9.4 D  
Non-Qualified Stock Option (right to buy)   (5) 07/24/2020 Common Stock 75,000 $ 9.55 D  
Non-Qualified Stock Option (right to buy)   (6) 07/26/2019 Common Stock 50,000 $ 9.64 D  
Non-Qualified Stock Option (right to buy)   (3) 05/30/2014 Common Stock 5,245 $ 10.28 D  
Non-Qualified Stock Option (right to buy)   (3) 07/24/2015 Common Stock 8,300 $ 10.28 D  
Non-Qualified Stock Option (right to buy)   (4) 08/03/2018 Common Stock 18,464 $ 11.67 D  
Non-Qualified Stock Option (right to buy)   (7) 11/16/2016 Common Stock 20,000 $ 19 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brooks Peter
950 TOWER LANE, 6TH FLOOR
FOSTER CITY, CA 94404		       Senior Vice President  

Signatures

By: Margaretta Smith For: Peter Brooks 08/02/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Represents shares of common stock that are issuable pursuant to two Restricted Stock Unit (RSU) awards. The vesting commencement date of the first RSU award of 25,000 shares is August 10, 2012 and it vests 25% after one year and quarterly thereafter in equal installments over a period of 3 years so that the initial vest date will be August 10, 2013 and the final vest date will be August 10, 2016. The vesting commencement date of the second RSU award of 37,500 shares is August 10, 2013 and it vests 25% after one year and quarterly thereafter in equal installments over a period of 3 years so that the initial vest date will be August 10, 2014 and the final vest date will be August 10, 2017.
(2) The shares of common stock subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, August 7, 2009 and the remainder of the shares underlying the options vest in equal monthly installments over 36 months thereafter. The initial vest date is August 7, 2010 and the final vest date is August 7, 2013.
(3) The shares of common stock subject to the option are fully vested and became exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the grant date and then monthly thereafter over 36 months.
(4) The shares of common stock subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, August 4, 2011 and the remainder of the shares underlying the options vest in equal monthly installments over 36 months thereafter. The initial vest date is August 4, 2012 and the final vest date is August 4, 2015.
(5) The shares of common stock subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, July 25, 2013, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is July 25, 2014 and the final vest date is July 25, 2017.
(6) The shares of common stock subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, July 27, 2012, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is July 27, 2013 and the final vest date is July 27, 2016.
(7) The shares of common stock subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option on the first anniversary of the vesting commencement date, November 17, 2009, and the remainder of the shares underlying the option vest in equal monthly installments over 36 months thereafter. The initial vest date is November 17, 2010 and the final vest date is November 17, 2013.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.