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

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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^*

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)
04/21/2015

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	04/21/2015		C		14,273,006	A	⁽¹⁾⁽²⁾	14,958,622	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	04/21/2015		S		1,507,154⁽⁶⁾	D	$14.96	13,451,468	I	See Footnote⁽⁴⁾⁽⁵⁾⁽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)
Series A-1 Preferred Stock	⁽¹⁾	04/21/2015		C			626,097	⁽¹⁾	⁽¹⁾	Common Stock	3,130,485	⁽¹⁾	0	I	By: Union Square Ventures 2004, L.P.
Series A-1 Preferred Stock	⁽¹⁾	04/21/2015		C			12,472	⁽¹⁾	⁽¹⁾	Common Stock	62,360	⁽¹⁾	0	I	By: Union Square Principals 2004, L.L.C.
Series A-1 Preferred Stock	⁽¹⁾	04/21/2015		C			1,190	⁽¹⁾	⁽¹⁾	Common Stock	5,950	⁽¹⁾	0	I	By: Union Square Ventures Opportunity Fund, L.P.
Series B Preferred Stock	⁽¹⁾	04/21/2015		C			544,844	⁽¹⁾	⁽¹⁾	Common Stock	2,724,220	⁽¹⁾	0	I	By: Union Square Ventures 2004, L.P.
Series B Preferred Stock	⁽¹⁾	04/21/2015		C			10,853	⁽¹⁾	⁽¹⁾	Common Stock	54,265	⁽¹⁾	0	I	By: Union Square Principals 2004, L.L.C.
Series B Preferred Stock	⁽¹⁾	04/21/2015		C			7,622	⁽¹⁾	⁽¹⁾	Common Stock	38,110	⁽¹⁾	0	I	By: Union Square Ventures Opportunity Fund, L.P.
Series C Preferred Stock	⁽¹⁾	04/21/2015		C			871,265	⁽¹⁾	⁽¹⁾	Common Stock	4,356,325	⁽¹⁾	0	I	By: Union Square Ventures 2004, L.P.
Series C Preferred Stock	⁽¹⁾	04/21/2015		C			17,356	⁽¹⁾	⁽¹⁾	Common Stock	86,780	⁽¹⁾	0	I	By: Union Square Principals 2004, L.L.C.
Series C Preferred Stock	⁽¹⁾	04/21/2015		C			5,876	⁽¹⁾	⁽¹⁾	Common Stock	29,380	⁽¹⁾	0	I	By: Union Square Ventures Opportunity Fund, L.P.
Series D Preferred Stock	⁽¹⁾	04/21/2015		C			606,910	⁽¹⁾	⁽¹⁾	Common Stock	3,034,550	⁽¹⁾	0	I	By: Union Square Ventures 2004, L.P.
Series D Preferred Stock	⁽¹⁾	04/21/2015		C			12,090	⁽¹⁾	⁽¹⁾	Common Stock	60,450	⁽¹⁾	0	I	By: Union Square Principals 2004, L.L.C.
Series F Preferred Stock	⁽²⁾	04/21/2015		C			1,380,262	⁽²⁾	⁽²⁾	Common Stock	690,131	⁽²⁾	0	I	By: Union Square Ventures Opportunity Fund, L.P.

Explanation of Responses:

1. Each share of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into five shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering. The Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock have no expiration date.

2. Each share of Series F Preferred Stock automatically converted into 0.5 shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering. The Series F Preferred Stock has no expiration date.

3. Consists of (i) 13,245,580 shares owned by Union Square Ventures 2004, L.P. ("USV 2004"); (ii) 263,855 shares owned by Union Square Principals 2004, L.L.C. ("Principals"); and (iii) 1,449,187 shares owned by Union Square Ventures Opportunity Fund, L.P. ("Opportunity").

4. Union Square GP 2004, L.L.C. ("USGP") is the general partner of each of USV 2004 and Principals and, as such, has the power to vote and dispose of the shares held 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 held by USV 2004. The Reporting Person disclaims beneficial ownership of the shares owned by USV 2004, except to the extent of his pecuniary interest therein.

5. Union Square Opportunity Fund GP, L.L.C. ("Opportunity GP") is the general partner of Opportunity and, as such, has the power to vote and dispose of the shares held by Opportunity. The Reporting Person is a manager of Opportunity GP and, as such, may be deemed to share voting and dispositive power over the shares held by Opportunity. The Reporting Person disclaims beneficial ownership of the shares owned by Opportunity, except to the extent of his pecuniary interest therein.

6. The sale of these shares of Common Stock consists of (i) 1,307,154 shares sold by USV 2004, and (ii) 200,000 shares sold by Opportunity.

7. Consists of (i) 11,938,426 shares owned by USV 2004; (ii) 263,855 shares owned by Principals; and (iii) 1,249,187 shares owned by Opportunity.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/Darren DeStefano, Attorney-in-Fact	04/23/2015
	** 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).
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