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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1. Name and Address of Reporting Person * Smith Margo   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 & Chief Legal Officer (Last) (First) (Middle) 950 TOWER LANE, 6TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 08/08/2013 (Street) FOSTER CITY, CA 94404 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) Code V Amount (A) or (D) Price Common Stock 08/08/2013   M   20,188 A $ 6.9 20,188 D   Common Stock 08/08/2013   S(2)   20,188 D $ 9.4 0 D   Common Stock 08/09/2013   M   17,312 A $ 6.9 17,312 D   Common Stock 08/09/2013   S(2)   17,312 D $ 9.4 0 D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Employee Stock Option (right to buy)

$ 6.9

08/08/2013

M

20,188

(1)

10/25/2019

Common Stock

20,188

$ 0

229,812

D

Non-Qualified Employee Stock Option (right to buy)

$ 6.9

08/09/2013

M

17,312

(1)

10/25/2019

Common Stock

17,312

$ 0

212,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith Margo 950 TOWER LANE, 6TH FLOOR FOSTER CITY, CA 94404			SVP & Chief Legal Officer

Signatures

/s/ Margo Smith		08/12/2013
**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)	The shares of common stock subject to the option vest and become exercisable as follows: 15% of the shares underlying the option (37,500 shares) vested on March 31, 2013, 10% of the shares underlying the option shall vest on August 29, 2013, and 1/36th of the remaining shares underlying the option shall vest monthly on the 10th day of each month thereafter such that, subject to certain conditions, the options will be 100% vested on August 10, 2016.
(2)	A portion of the proceeds from the sale were used to pay the exercise price of stock options, pursuant to a broker-assisted cashless exercise, and applicable withholding taxes.

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