Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

 

QuinStreet, Inc.

(Name of Issuer)

 

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

74874Q100

(CUSIP Number)

 

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 74874Q100    13G   

 

  1.   

Names of Reporting Persons

 

Douglas Valenti

   2.   

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  ¨

 

  3.   

SEC USE ONLY

 

  4.   

Citizenship or Place of Organization

 

USA

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With:

   5.    

Sole Voting Power

 

252,786 (1)

   6.    

Shared Voting Power

 

6,017,152 (2)

   7.    

Sole Dispositive Power

 

252,786 (1)

   8.    

Shared Dispositive Power

 

6,017,152 (2)

  9.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,269,938

10.   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ¨

 

11.   

Percent of Class Represented by Amount in Row 9

 

13.4%

12.   

Type of Reporting Person (see instructions)

 

IN

 

(1) Includes (i) 1 share of common stock held directly by Mr. Valenti and (ii) options to purchase 252,785 shares of common stock held by Mr. Valenti exercisable within 60 days of December 31, 2010.
(2) Includes (i) 3,859,885 shares of common stock held by The Valenti Living Trust, for which Mr. Valenti and Terri Valenti are co-trustees, (ii) 2,150,363 shares of common stock held by DJ & TL Valenti Investments, LP, of which The Valenti Living Trust is the general partner and (iii) 6,904 shares of common stock held by Mr. Valenti’s immediate family members over which Mr. Valenti may be deemed to have shared voting and dispositive power.

 

Page 2 of 9


CUSIP No. 74874Q100    13G   

 

  1.   

Names of Reporting Persons

 

Terri Valenti

   2.   

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  ¨

 

  3.   

SEC USE ONLY

 

  4.   

Citizenship or Place of Organization

 

USA

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With:

   5.    

Sole Voting Power

 

6,904 (1)

   6.    

Shared Voting Power

 

6,010,249 (2)

   7.    

Sole Dispositive Power

 

6,904 (1)

   8.    

Shared Dispositive Power

 

6,010,249 (2)

  9.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,017,153

10.   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ¨

 

11.   

Percent of Class Represented by Amount in Row 9

 

12.9%

12.   

Type of Reporting Person (see instructions)

 

IN

 

(1) Includes (i) 1 share of common stock held directly by Terri Valenti and (ii) 6,903 shares of common stock held in trusts for which Terri Valenti is trustee.
(2) Includes (i) 3,859,885 shares of common stock held by The Valenti Living Trust, for which Douglas Valenti and Terri Valenti are co-trustees, (ii) 2,150,363 shares of common stock held by DJ & TL Valenti Investments, LP, of which The Valenti Living Trust is the general partner and (iii) 1 share of common stock held by Terri Valenti’s husband, Douglas Valenti, over which Mr. Valenti may be deemed to have shared voting and dispositive power.

 

Page 3 of 9


CUSIP No. 74874Q100    13G   

 

  1.   

Names of Reporting Persons

 

The Valenti Living Trust

   2.   

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  ¨

 

  3.   

SEC USE ONLY

 

  4.   

Citizenship or Place of Organization

 

N/A

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With:

   5.    

Sole Voting Power

 

0

   6.    

Shared Voting Power

 

6,010,248 (1)

   7.    

Sole Dispositive Power

 

0

   8.    

Shared Dispositive Power

 

6,010,248 (1)

  9.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,010,248

10.   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ¨

 

11.   

Percent of Class Represented by Amount in Row 9

 

12.9%

12.   

Type of Reporting Person (see instructions)

 

OO

 

(1) Includes (i) 3,859,885 shares of common stock held directly by The Valenti Living Trust, for which Douglas Valenti and Terri Valenti are co-trustees and (ii) 2,150,363 shares of common stock held by DJ & TL Valenti Investments, LP, of which The Valenti Living Trust is the general partner.

 

Page 4 of 9


CUSIP No. 74874Q100    13G   

 

Item 1(a). Name of Issuer:

QuinStreet, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

950 Tower Lane, 6th Floor

Foster City, CA 94404

 

Item 2(a). Name of Person Filing:

Douglas Valenti

Terri Valenti

The Valenti Living Trust

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

c/o QuinStreet, Inc.

950 Tower Lane, 6th Floor

Foster City, CA 94404

 

Item 2(c). Citizenship:

 

Douglas Valenti

  USA

Terri Valenti

  USA

The Valenti Living Trust

  N/A

 

Item 2(d). Title of Class of Securities:

Common Stock

 

Item 2(e). CUSIP Number:

74874Q100

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

 

Item 4. Ownership

 

(a) Amount Beneficially Owned:

 

Douglas Valenti

   6,269,938 (1)(2)

Terri Valenti

   6,017,153 (3)(4)

The Valenti Living Trust

   6,010,248 (5)

 

(b) Percent of Class:

 

Douglas Valenti

   13.4%

Terri Valenti

   12.9%

The Valenti Living Trust

   12.9%

 

Page 5 of 9


(c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote:

 

Douglas Valenti

     252,786   

Terri Valenti

     6,904   

The Valenti Living Trust

     0   

 

  (ii) Shared power to vote or to direct the vote:

 

Douglas Valenti

     6,017,152   

Terri Valenti

     6,010,249   

The Valenti Living Trust

     6,010,248   

 

(iii) Sole power to dispose or to direct the disposition of:

 

Douglas Valenti

     252,786   

Terri Valenti

     6,904   

The Valenti Living Trust

     0   

 

(iv) Shared power to dispose or to direct the disposition of:

 

Douglas Valenti

     6,017,152   

Terri Valenti

     6,010,249   

The Valenti Living Trust

     6,010,248   

 

  (1) Includes (i) 1 share of common stock held directly by Mr. Valenti and (ii) options to purchase 252,785 shares of common stock held by Mr. Valenti exercisable within 60 days of December 31, 2010.

 

  (2) Includes (i) 3,859,885 shares of common stock held by The Valenti Living Trust, for which Mr. Valenti and Terri Valenti are co-trustees, (ii) 2,150,363 shares of common stock held by DJ & TL Valenti Investments, LP, of which The Valenti Living Trust is the general partner and (iii) 6,904 shares of common stock held by Mr. Valenti’s immediate family members over which Mr. Valenti may be deemed to have shared voting and dispositive power.

 

  (3) Includes (i) 1 share of common stock held directly by Terri Valenti and (ii) 6,903 shares of common stock held in trusts for which Terri Valenti is trustee.

 

  (4) Includes (i) 3,859,885 shares of common stock held by The Valenti Living Trust, for which Douglas Valenti and Terri Valenti are co-trustees, (ii) 2,150,363 shares of common stock held by DJ & TL Valenti Investments, LP, of which The Valenti Living Trust is the general partner and (iii) 1 share of common stock held by Terri Valenti’s husband, Douglas Valenti, over which Mr. Valenti may be deemed to have shared voting and dispositive power.

 

  (5) Includes (i) 3,859,885 shares of common stock held directly by The Valenti Living Trust, for which Douglas Valenti and Terri Valenti are co-trustees and (ii) 2,150,363 shares of common stock held by DJ & TL Valenti Investments, LP, of which The Valenti Living Trust is the general partner.

 

Item 5. Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ¨.

 

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

Not applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable

 

Item 8. Identification and Classification of Members of the Group

Not applicable

 

Page 6 of 9


Item 9. Notice of Dissolution of a Group

Not applicable

 

Item 10. Certification

Not applicable

 

Exhibit

  

Document Description

99.1    Agreement Pursuant to Rule 13d-1(k)(1)(iii)

 

Page 7 of 9


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 20, 2012

 

DOUGLAS J. VALENTI

/s/ Douglas J. Valenti

        Douglas J. Valenti

 

THE VALENTI LIVING TRUST

By:

 

/s/ Douglas J. Valenti

  Douglas J. Valenti, Co-Trustee

 

TERRI VALENTI

/s/ Terri Valenti

    Terri Valenti

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

Page 8 of 9