FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ETSY INC [ ETSY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/19/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/19/2016 | S(1) | 89,991 | D | $6.7975(2) | 1,446,005 | I | By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005(3) | ||
Common Stock | 01/19/2016 | S(1) | 51,891 | D | $6.7975(2) | 1,114,894 | I | By trusts for the benefit of James W. Breyer's children(4) | ||
Common Stock | 01/19/2016 | S(1) | 26,827 | D | $6.7975(2) | 576,386 | I | By Breyer Capital L.L.C.(5) | ||
Common Stock | 01/20/2016 | S(1) | 80,011 | D | $6.4074(6) | 1,365,994 | I | By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005(3) | ||
Common Stock | 01/20/2016 | S(1) | 46,137 | D | $6.4074(6) | 1,068,757 | I | By trusts for the benefit of James W. Breyer's children(4) | ||
Common Stock | 01/20/2016 | S(1) | 23,852 | D | $6.4074(6) | 552,534 | I | By Breyer Capital L.L.C.(5) | ||
Common Stock | 01/21/2016 | S(1) | 82,940 | D | $7.0707(7) | 1,283,054 | I | By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005(3) | ||
Common Stock | 01/21/2016 | S(1) | 47,821 | D | $7.0707(7) | 1,020,936 | I | By trusts for the benefit of James W. Breyer's children(4) | ||
Common Stock | 01/21/2016 | S(1) | 24,723 | D | $7.0707(7) | 527,811 | I | By Breyer Capital L.L.C.(5) | ||
Common Stock | 4,459,702 | I | By Accel X LP(8) | |||||||
Common Stock | 385,466 | I | By Accel X Strategic Partners L.P.(8) | |||||||
Common Stock | 469,078 | I | By Accel Investors 2008 L.L.C.(8) | |||||||
Common Stock | 965,593 | I | By Accel Growth Fund II L.P.(9) | |||||||
Common Stock | 69,943 | I | By Accel Growth Fund II Strategic Partners L.P.(9) | |||||||
Common Stock | 94,006 | I | By Accel Growth Fund Investors 2012 L.L.C.(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 |
Explanation of Responses: |
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 20, 2015. |
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.55 to $7.07, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2),(6) and (7) to this Form 4. |
3. The Reporting Person is the trustee of The James W. Breyer 2005 Trust, dated March 25, 2005, and may, therefore, be deemed to beneficially own the shares held by the trust. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. |
4. An immediate family member of the Reporting Person acts as trustee for these trusts. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. |
5. The Reporting Person is the manager of Breyer Capital L.L.C. and may, therefore, be deemed to beneficially own the shares held by such company. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.04 to $7.00, inclusive. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.71 to $7.26, inclusive. |
8. Accel X Associates L.L.C. ("A10A") is the general partner of Accel X L.P. ("A10") and Accel X Strategic Partners L.P. ("A10SP") and has sole voting and investment power over the shares held directly by such limited partnerships. The Reporting Person, Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock and Richard P. Wong are the managing members of A10A and Accel Investors 2008 L.L.C. ("AI2008") and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by A10, A10SP and AI2008. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein, if any. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
9. Accel Growth Fund II Associates L.L.C. ("AGFA") is the general partner of Accel Growth Fund II L.P. ("AGF") and Accel Growth Fund II Strategic Partners L.P. ("AGFSP") and has sole voting and investment power with regard to the shares held directly by such limited partnerships. The Reporting Person, Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the managing members of AGFA and Accel Growth Fund Investors 2012 L.L.C. ("AGFI2012") and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by AGF, AGFSP and AGFI2012. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein, if any. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
/s/ JAMES BREYER | 01/21/2016 | |
** 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 Number. |