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 *   Cheli Tom 2. Date of Event Requiring Statement (Month/Day/Year) 02/10/2010 3. Issuer Name and Ticker or Trading Symbol QUINSTREET, INC [QNST] (Last) (First) (Middle) C/O QUINSTREET, INC., 1051 EAST HILLSDALE BLVD., 8TH FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive 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 6,990 D Â

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
Stock Option (Right to Buy)	  (1)	09/25/2012	Common Stock	81,344	$ 1.5	D	Â
Stock Option (Right to Buy)	  (1)	07/27/2014	Common Stock	100,000	$ 4.6	D	Â
Stock Option (Right to Buy)	  (1)	05/19/2015	Common Stock	80,000	$ 6.38	D	Â
Stock Option (Right to Buy)	  (1)	09/22/2015	Common Stock	100,000	$ 7.74	D	Â
Stock Option (Right to Buy)	  (1)	05/16/2016	Common Stock	50,000	$ 9.01	D	Â
Stock Option (Right to Buy)	  (1)	05/30/2014	Common Stock	50,000	$ 10.28	D	Â
Stock Option (Right to Buy)	  (1)	07/24/2015	Common Stock	75,000	$ 10.28	D	Â
Stock Option (Right to Buy)	  (1)	08/07/2016	Common Stock	40,000	$ 9.01	D	Â
Stock Option (Right to Buy)	  (1)	11/17/2016	Common Stock	50,000	$ 19	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cheli Tom C/O QUINSTREET, INC. 1051 EAST HILLSDALE BLVD., 8TH FLOOR FOSTER CITY, CA 94404	Â	Â	  Executive Vice President	Â

Signatures

/s/ Daniel E. Caul, Attorney-in-fact		02/10/2010
**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)	The shares subject to the option vest and become exercisable at a rate of 25% of the shares underlying the option vest on the first anniversary of the date of the vesting commencement date, which is the date of grant, and the remainder of the shares underlying the option vest in equal monthly installments over the remaining 36 months thereafter.

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.