SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BREYER JAMES

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2015

3. Issuer Name and Ticker or Trading Symbol
ETSY INC [ ETSY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 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	666,635	I	By James W. Breyer, Trustee of The James W. Breyer 2011 Annuity Trust 3, dated March 10, 2011
Common Stock	297,786	I	By Breyer Capital L.L.C.⁽²⁾
Common Stock	4,343,977	I	By Accel X LP⁽³⁾
Common Stock	375,462	I	By Accel X Strategic Partners LP⁽³⁾
Common Stock	456,902	I	By Accel Investors 2008 L.L.C.⁽³⁾
Common Stock	1,524,053	I	By Accel Growth Fund II L.P.⁽⁴⁾
Common Stock	110,414	I	By Accel Growth Fund II Strategic Partners L.P.⁽⁴⁾
Common Stock	148,397	I	By Accel Growth Fund Investors 2012 L.L.C.⁽⁴⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	25,000	⁽¹⁾	I	By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,380	⁽¹⁾	I	By Breyer Capital L.L.C.⁽²⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	157,350	⁽¹⁾	I	By Accel X LP⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	13,600	⁽¹⁾	I	By Accel X Strategic Partners LP⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	16,550	⁽¹⁾	I	By Accel Investors 2008 L.L.C.⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	13,230	⁽¹⁾	I	By Accel Growth Fund II L.P.⁽⁴⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	960	⁽¹⁾	I	By Accel Growth Fund II Strategic Partners L.P.⁽⁴⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,290	⁽¹⁾	I	By Accel Growth Fund Investors 2012 L.L.C.⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	15,245	⁽¹⁾	I	By Breyer Capital L.L.C.⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	84,740	⁽¹⁾	I	By Accel Growth Fund II L.P.⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,145	⁽¹⁾	I	By Accel Growth Fund II Strategic Partners L.P.⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	8,260	⁽¹⁾	I	By Accel Growth Fund Investors 2012 L.L.C.⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	11,750	⁽¹⁾	I	By Breyer Capital L.L.C.⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	65,325	⁽¹⁾	I	By Accel Growth Fund II L.P.⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,740	⁽¹⁾	I	By Accel Growth Fund II Strategic Partners L.P.⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,370	⁽¹⁾	I	By Accel Growth Fund Investors 2012 L.L.C.⁽⁴⁾
Series D-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	404,300	⁽¹⁾	I	By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005
Series D-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,544,655	⁽¹⁾	I	By Accel X LP⁽³⁾
Series D-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	219,940	⁽¹⁾	I	By Accel X Strategic Partners LP⁽³⁾
Series D-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	267,645	⁽¹⁾	I	By Accel Investors 2008 L.L.C.⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	712,750	⁽¹⁾	I	By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	500,150	⁽¹⁾	I	By James W. Breyer, Trustee of The James W. Breyer 2011 Annuity Trust 3 dated March 10, 2011
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,633,975	⁽¹⁾	I	By Accel X LP⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	659,815	⁽¹⁾	I	By Accel X Strategic Partners LP⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	802,940	⁽¹⁾	I	By Accel Investors 2008 L.L.C.⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	31,485	⁽¹⁾	I	By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	198,175	⁽¹⁾	I	By Accel X LP⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	17,130	⁽¹⁾	I	By Accel X Strategic Partners LP⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	20,845	⁽¹⁾	I	By Accel Investors 2008 L.L.C.⁽³⁾

Explanation of Responses:

1. Each share of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock, Series D Preferred Stock and Series E Preferred Stock is convertible into 5 shares of Common Stock of the Issuer at any time at the option of the holder and has no expiration date. Each share of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converts into 5 shares of Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock.

2. The Reporting Person is the manager of Breyer Capital L.L.C. and has sole voting and investment power with regard to the shares held directly by this limited liability company.

3. Accel X Associates L.L.C. (A10A) is the general partner of Accel X LP (A10) and Accel X Strategic Partners LP (A10SP) and has sole voting and investment power over the shares held directly by the limited partnerships. Andrew G. Braccia, James W. Breyer (who is a director of the Issuer), 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. 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.

4. 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 the limited partnerships. Andrew G. Braccia, James W. Breyer (who is a director of the Issuer), 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. 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.

Remarks:

This report is the same as the Form 3 filed by James Breyer of identical date and together comprise a single Form 3.

	/s/ Cara Schembri, as Attorney-In-Fact for James Breyer	04/15/2015
	** 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 5 (b)(v).
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