Sec Form 13G Filing - Split Rock Partners LLC filing for QUINSTREET INC (QNST) - 2018-05-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 74874Q 10 0

SCHEDULE 13G

1

Names of Reporting Persons
Split Rock Partners, LLC

2

Check the Appropriate Box if a Member of a Group*
Not Applicable

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware limited liability company

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,162,790 (see Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,162,790 (see Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,162,790 (see Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o
Not Applicable

11

Percent of Class Represented by Amount in Row (9)
4.6%

12

Type of Reporting Person*
OO

CUSIP No. 74874Q 10 0

SCHEDULE 13G

1

Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

SPVC V, LLC

2

Check the Appropriate Box if a Member of a Group*
Not Applicable

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware limited liability company

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
2,120,469 (see Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,120,469 (see Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,120,469 (see Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o
Not Applicable

11

Percent of Class Represented by Amount in Row (9)
4.5%

12

Type of Reporting Person*
OO

Item 1(a).

Name of Issuer:
The name of the issuer is QuinStreet, Inc. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:
The address of the principal executive offices of the Issuer is 950 Tower Lane, 6th Floor, Foster City, CA 94404.

Item 2(a).

Name of Persons Filing:
Split Rock Partners, LLC (“Split Rock”) and SPVC V, LLC (“SPVC V”).  Split Rock and SPVC V are collectively referred to herein as the “Reporting Persons”.

Item 2(b).

Address of Principal Business Office:
The principal business address of each of the Reporting Persons is 16526 West 78th Street, Suite 504, Eden Prairie, MN 55346.

Item 2(c).

Citizenship:
Each of the Reporting Persons is a Delaware limited liability company.

Item 2(d).

Title of Class of Securities:
The class of equity securities to which this Statement relates is the common stock, par value $0.001 per share, of the Issuer (the “Common Stock”).

Item 2(e).

CUSIP Number:
The CUSIP number of the Common Stock is 74874Q 10 0.

Item 3.

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

(a)

o

Broker or dealer registered under section 15 of the Act.

(b)

o

Bank, as defined in section 3(a)(6) of the Act.

(c)

o

Insurance company, as defined in section 3(a)(19) of the Act.

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

o

An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person, in accordance with §240.13d-1(b)(ii)(G).

(h)

o

A savings association, as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o

A church plan, that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.

(j)

o

A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J).

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership:

(a)

Amount beneficially owned:   

SPVC V is the record owner of 1,923,798 shares of Common Stock of the Issuer.  SPVC Affiliates Fund I, LLC (“SPVC Affiliates”) is the record owner of 42,321 shares of Common Stock of the Issuer.  James Simons, a managing director of Split Rock, is the record owner of options to purchase an aggregate of 145,000 shares of Common Stock of the Issuer, of which 145,000 shares are currently exercisable or exercisable within 60 days.  Additionally, James Simons is the record owner of 51,671 shares of Common Stock of the Issuer that were issued pursuant to a Restricted Stock Unit (RSU) award and an additional 13,888 shares of Common Stock of the Issuer issuable pursuant to an RSU award, none of which will be issued within 60 days. Pursuant to a letter agreement with SPVC V, James Simons holds these securities for the sole benefit of SPVC V.  SPVC V and SPVC Affiliates are jointly managed by Split Rock and Vesbridge Partners, LLC; however, voting and investment power over the shares has been delegated solely to Split Rock.  Split Rock has delegated all voting and investment power with respect to the shares to three individuals, who require a two-thirds vote to act.  Thus, SPVC V may be deemed to own beneficially 2,120,469 shares of Common Stock of the Issuer, including 1,923,798 shares held of record by SPVC V, an aggregate of 145,000 shares issuable upon exercise of options currently exercisable or exercisable within 60 days held by Mr. Simons and 51,671 shares of Common Stock held by Mr. Simons. Split Rock may be deemed to own beneficially 2,162,790 shares of Common Stock of the Issuer, including 1,923,798 shares held of record by SPVC V, 42,321 shares held of record by SPVC Affiliates, an aggregate of 145,000 shares issuable upon exercise of options currently exercisable or exercisable within 60 days held by Mr. Simons and 51,671 shares of Common Stock held by Mr. Simons.

The filing of this Statement shall not be construed as an admission that Split Rock is the beneficial owner of any securities covered by this Statement

(b)

Percent of class:   

Split Rock:  4.6%, and SPVC V:  4.5%.  The foregoing percentages are calculated based on the 47,134,002 shares of Common Stock represented to be outstanding by the Issuer on its most recently filed quarterly report on Form 10-Q for the period ended March 31, 2018.

(c)

Number of shares as to which Split Rock has:

(i)

Sole power to vote or to direct the vote   

0

(ii)

Shared power to vote or to direct the vote    

2,162,790

(iii)

Sole power to dispose or to direct the disposition of   

0

(iv)

Shared power to dispose or to direct the disposition of   

2,162,790

Number of shares as to which SPVC V has:

(i)

Sole power to vote or to direct the vote   

0

(ii)

Shared power to vote or to direct the vote    

2,120,469

(iii)

Sole power to dispose or to direct the disposition of   

0

(iv)

Shared power to dispose or to direct the disposition of   

2,120,469

Item 5.

Ownership of Five 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:  x.

Item 6.

Ownership of More than Five 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.

Item 9.

Notice of Dissolution of Group:

Not Applicable.

Item 10.

Certifications:

Not Applicable.

Date: May 24, 2018

SPLIT ROCK PARTNERS, LLC

By:

/s/ Stacy M. Campbell-Kraft

Stacy M. Campbell-Kraft

Its:

Authorized Representative

SPVC V, LLC

By:

/s/ Stacy M. Campbell-Kraft

Stacy M. Campbell-Kraft

Its:

Authorized Representative