X0306 4 2016-01-11 0 0001370637 ETSY INC ETSY 0001194696 BREYER JAMES C/O ACCEL PARTNERS, 428 UNIVERSITY AVENU PALO ALTO CA 94301 1 0 1 0 Common Stock 2016-01-11 4 J 0 4459695 0 D 4459702 I By Accel X LP Common Stock 2016-01-11 4 J 0 385460 0 D 385466 I By Accel X Strategic Partners L.P. Common Stock 2016-01-11 4 J 0 469069 0 D 469078 I By Accel Investors 2008 L.L.C. Common Stock 2016-01-11 4 J 0 965587 0 D 965593 I By Accel Growth Fund II L.P. Common Stock 2016-01-11 4 J 0 69938 0 D 69943 I By Accel Growth Fund II Strategic Partners L.P. Common Stock 2016-01-11 4 J 0 94001 0 D 94006 I By Accel Growth Fund Investors 2012 L.L.C. Common Stock 2016-01-11 4 J 0 176465 0 A 1535996 I By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005 Common Stock 1166785 I By trusts for the benefit of James W. Breyer's children Common Stock 603213 I By Breyer Capital L.L.C. Represents pro rata distributions, and not a purchase or sale of securities, by Accel X L.P. ("A10"), Accel X Strategic Partners L.P. ("A10SP"), Accel Investors 2008 L.L.C. ("AI2008"), Accel Growth Fund II L.P. ("AGF"), Accel Growth Fund II Strategic Partners L.P. ("AGFSP"), Accel Growth Fund Investors 2012 L.L.C. ("AGFI2012"), Accel London II L.P., Accel London Investors 2008 L.P. ("ALI2008"), Accel Growth Fund II Associates L.L.C. ("AGFA"), Accel London II Partners L.L.C ("ALIIP") and Accel X Associates L.L.C. ("A10A") is to their respective general and limited partners or members without consideration. Distribution transactions were executed pursuant to a plan established in compliance with the requirements of Rule 10b5-1. A10A is the general partner of A10 and 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 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. AGFA is the general partner of AGF and 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 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. The James W. Breyer 2005 Trust, dated March 25, 2005, received these shares as a partner or member, as applicable, of AI2008, AGFI2012, ALI2008, AGFA, ALIIP and A10A pursuant to the pro rata distributions described in footnote (1) of this Form 4. 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. An immediate family 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. 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. /s/ JAMES BREYER 2016-01-13