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) 04/21/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/23/2015 |
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 | 04/21/2015 | C | 14,526,076 | A | (1)(2) | 15,211,692 | I | See Footnote(3)(4)(5) | ||
Common Stock | 04/21/2015 | S | 1,507,154(6) | D | $14.96 | 13,704,538 | I | See Footnote(4)(5)(7) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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"); (iii) 1,449,187 shares owned by Union Square Ventures Opportunity Fund, L.P. ("Opportunity"); (iv) 75,300 shares owned directly by John Buttrick ("Buttrick"); and (v) 177,770 shares owned directly by Albert Wenger ("Wenger"). |
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. Brad Burnham ("Burnham") and Frederick Wilson ("Wilson")(a director of the Issuer) are the managing members of USGP and, as such, share voting and dispositive power over the shares held by USV 2004 and Principals. As a result of their positions as USGP, Wenger and Buttrick may also share voting and dispostive power of the shares held by each of USV 2004 and Principals. Each of USGP, Burnham, Wilson, Wenger and Buttrick disclaim beneficial ownership of the shares owned by USV 2004 and Principals except to the extent of his or its respective pecuniary interest therein. As a director of the Issuer, Wilson files Section 16 reports separately. |
5. Union Square Opportunity 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. Each of Wilson, Burnham, Wenger, Buttrick and Andy Weissman ("Weissman") are managers of Opportunity GP and, as such, share voting and dispositive power of the shares held by Opportunity. Each of Opportunity GP, Wilson, Burnham, Wenger, Buttrick and Weissman disclaim beneficial ownership of the shares owned by Opportunity, except to the extent of his or its respective pecuniary interest therein. As a director of the Issuer, Wilson files Section 16 reports separately. |
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; (iii) 1,249,187 shares owned by Opportunity; (iv) 75,300 shares owned directly by Buttrick; and (v) 177,770 shares owned directly by Wenger. |
Remarks: |
A Form 4 filed with the Securities and Exchange Commission on April 23, 2015 (SEC Accession No. 0001209191-15-035779) erroneously described Union Square Opportunity Fund GP, L.L.C., instead of Union Square Opportunity GP, L.L.C., as the general partner of Union Square Ventures Opportunity Fund, L.P. (and as a reporting person in that capacity). This amendment is made to correct those portions of the Form 4 that erroneously referenced such name. A prior amendment of the Form 4 was made on May 14, 2015 solely with respect to Union Square Opportunity Fund GP, L.L.C (SEC Accession No. 0001181431-15-006915) with the sole purpose of providing notice that such name had been erroneously included in the Form 4. |
/s/ Bradford Burnham, as a Managing Member of Union Square GP 2004, L.L.C., the General Partner of Union Square Ventures 2004, L.P. | 05/14/2015 | |
/s/ Bradford Burnham, as a Managing Member of Union Square GP 2004, L.L.C. | 05/14/2015 | |
/s/ Bradford Burnham, as a Managing Member of Union Square GP 2004, L.L.C., the Managing Member of Union Square Principals 2004, a Delaware Multiple Series LLC | 05/14/2015 | |
/s/ John Buttrick, as a Managing Member of Union Square Opportunity GP, L.L.C., the General Partner of Union Square Ventures Opportunity Fund, L.P. | 05/14/2015 | |
/s/ John Buttrick, as a Managing Member of Union Square Opportunity GP, L.L.C. | 05/14/2015 | |
/s/ Bradford Burnham | 05/14/2015 | |
/s/ Andy Weissman | 05/14/2015 | |
/s/ Albert Wenger | 05/14/2015 | |
/s/ John Buttrick | 05/14/2015 | |
** 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. |