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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SANDS GREGORY P 		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)

755 PAGE MILL ROAD, SUITE A-200 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/17/2010
(Street)

PALO ALTO, CA 94304-1005
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

2/17/2010 
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   2/17/2010     C    12712   A $0   (1) 12712   (2) I   By Children   (3)
Common   2/17/2010     C    2200   A $0   (4) 14912   (2) I   By Children   (3)
Common   2/17/2010     C    5893   A $0   (1) 6785   (2) I   By Trust (CRT)   (5)
Common   2/17/2010     C    69072   A $0   (4) 69135   (2) I   By Trust (Trustees)   (6)
Common   2/17/2010     C    7977   A $0   (1) 77112   (2) I   By Trust (Trustees)   (6)

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
Series A Preferred Stock     (4) 2/17/2010     C         2200      (4)   (4) Common   2200   $0   (4) 0   (2) I   By Children   (3)
Series B Preferred Stock     (1) 2/17/2010     C         12712      (1)   (1) Common   12712   $0   (1) 0   (2) I   By Children   (3)
Series B Preferred Stock     (1) 2/17/2010     C         5893      (1)   (1) Common   5893   $0   (1) 0   (2) I   By Trust (CRT)   (5)
Series A Preferred Stock     (4) 2/17/2010     C         69072      (4)   (4) Common   69072   $0   (4) 0   (2) I   By Trust (Trustees)   (6)
Series B Preferred Stock     (1) 2/17/2010     C         7977      (1)   (1) Common   7977   $0   (1) 0   (2) I   By Trust (Trustees)   (6)

Explanation of Responses:
( 1)  The issuer's Series B Preferred Stock converts automatically into common stock without consideration on a one-for-one basis immediately upon the completion of the issuer's initial public offering.
( 2)  Pursuant to the SEC FAQ's for filing amendments that have no changes, this transaction is being re-reported in order to gain access to the SEC website.
( 3)  Shares held by the children of the reporting person. The reporting person disclaims beneficial ownership in these shares.
( 4)  The issuer's Series A Preferred Stock converts automatically into common stock without consideration on a two-for-one basis immediately upon the completion of the issuer's initial public offering.
( 5)  Shares held by a charitable remainder unitrust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
( 6)  Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

Remarks:
Form 4 amended to reflect that the reporting person was not a 10% Owner at the time of original filing.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SANDS GREGORY P
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA 94304-1005 		X



Signatures
Robert Yin, by power of attorney 5/13/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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