SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

WILSON FREDERICK R

(Last)

(First)

(Middle)

C/O UNION SQUARE VENTURES

915 BROADWAY, 19TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/06/2015		J		4,483,817⁽¹⁾	D	$0.00	8,967,651	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/06/2015		J		283,821⁽⁵⁾	A	$0.00	9,251,472	D
Common Stock	11/06/2015		J		120,473⁽⁶⁾	A	$0.00	9,371,945	I	See Footnote⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the distribution of Common Stock consisting of (i) 3,979,474 shares by Union Square Ventures 2004, L.P. ("USV 2004"); (ii) 87,950 shares by Union Square Principals 2004, L.L.C. ("Principals"); and (iii) 416,393 shares by Union Square Ventures Opportunity Fund, L.P. ("Opportunity"), to their respective general and limited partners or members without consideration. As a result of such distributions, Union Square GP 2004, L.L.C. ("USGP"), the general partner of USV 2004 and the managing member of Principals, received 808,579 shares, which it subsequently distributed to its members, and Union Square Opportunity GP L.L.C. ("Opportunity GP"), the general partner of Opportunity, received 84,283 shares, which it subsequently distributed to its members.

2. Consists of (i) 7,958,952 shares owned by USV 2004; (ii) 175,905 shares owned by Principals; and (iii) 832,794 shares owned by Opportunity.

3. USGP is the general partner of USV 2004 and the managing member of Principals and, as such, has the sole power to vote and dispose of the shares owned by each of them. The Reporting Person is a managing member of USGP and, as such, may be deemed to share voting and dispositive power over the shares owned by USV 2004 and Principals. The Reporting Person disclaims beneficial ownership of the shares owned by USV 2004 and Principals, except to the extent of his pecuniary interest therein.

4. Opportunity GP is the general partner of Opportunity and, as such, has the sole power to vote and dispose of the shares owned by Opportunity. The Reporting Person is a managing member of Opportunity GP and, as such, may be deemed to share voting and dispositive power over the shares owned by Opportunity. The Reporting Person disclaims beneficial ownership of the shares owned by Opportunity, except to the extent of his pecuniary interest therein.

5. The Reporting Person received these shares as a member of USGP, Opportunity GP and Principals pursuant to the pro rata distributions described in footnote (1) of this Form 4.

6. The Frederick R Wilson 1999 Irrevocable Trust ("Wilson Trust") received 110,464 shares as a partner or member, as applicable, of USGP and Opportunity pursuant to the pro rata distributions described in footnote (1) of this Form 4. The Frederick and Joanne Wilson 2012 Delaware Trust ("Wilson Delaware Trust") received 10,009 shares as a member of Opportunity GP pursuant to the pro rata distributions described in footnote (1) of this Form 4. The Reporting Person may be deemed to beneficially own the shares owned by the Wilson Trust. The Reporting Person disclaims beneficial ownership of shares owned by the Wilson Trust and the Wilson Delaware Trust, except to the extent of his pecuniary interest therein.

7. Consists of (i) 7,958,952 shares owned by USV 2004; (ii) 175,905 shares owned by Principals; (iii) 832,794 shares owned by Opportunity; (iv) 283,821 shares owned by the Reporting Person; (v) 110,464 shares owned by Wilson Trust; and (v) 10,009 shares owned by Wilson Delaware Trust.

Remarks:

	/s/Frederick R. Wilson	11/10/2015
	** 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 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.