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^*

Accel X LP

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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	4,343,977	D⁽³⁾⁽⁶⁾
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⁾
Common Stock	1,664,775	I	By Accel London II L.P.⁽⁵⁾
Common Stock	56,245	I	By Accel London Investors 2008 L.P.⁽⁵⁾

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 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 B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	36,895	⁽¹⁾	I	By Accel London II L.P.⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,245	⁽¹⁾	I	By Accel London Investors 2008 L.P.⁽⁵⁾
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 C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	28,440	⁽¹⁾	I	By Accel London II L.P.⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	960	⁽¹⁾	I	By Accel London Investors 2008 L.P.⁽⁵⁾
Series D-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,544,655	⁽¹⁾	D⁽³⁾⁽⁶⁾
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-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	586,640	⁽¹⁾	I	By Accel London II L.P.⁽⁵⁾
Series D-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	19,810	⁽¹⁾	I	By Accel London Investors 2008 L.P.⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,633,975	⁽¹⁾	D⁽³⁾⁽⁶⁾
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 D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,759,915	⁽¹⁾	I	By Accel London II L.P.⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	59,430	⁽¹⁾	I	By Accel London Investors 2008 L.P.⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	198,175	⁽¹⁾	D⁽³⁾⁽⁶⁾
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⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	45,685	⁽¹⁾	I	By Accel London II L.P.⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,545	⁽¹⁾	I	By Accel London Investors 2008 L.P.⁽⁵⁾
Series F Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,533,982	⁽²⁾	I	By Accel Growth Fund II L.P.⁽⁴⁾
Series F Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	111,069	⁽²⁾	I	By Accel Growth Fund II Strategic Partners L.P.⁽⁴⁾
Series F Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	149,289	⁽²⁾	I	By Accel Growth Fund Investors 2012 L.L.C.⁽⁴⁾
Series F Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	667,564	⁽²⁾	I	By Accel London II L.P.⁽⁵⁾
Series F Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	22,567	⁽²⁾	I	By Accel London Investors 2008 L.P.⁽⁵⁾

1. Name and Address of Reporting Person^*

Accel X LP

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ACCEL X STRATEGIC PARTNERS LP

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel Investors 2008 L.L.C.

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel London II L.P.

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel London Investors 2008 L.P.

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel Growth Fund II L.P.

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel Growth Fund II Strategic Partners L.P.

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2012 L.L.C.

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of 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 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. Each share of Series F Preferred Stock is convertible into 0.5 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 F Preferred Stock automatically converts into 0.5 shares of Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock.

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 with regard to 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.

5. Accel London II Associates L.L.C. (ALA) is the general partner of Accel London Investors 2008 L.P. (AL2008) and Accel London II Associates L.P., which is the general partner of Accel London II L.P. (AL) and has sole voting and investment power with regard to the shares held directly by AL2008 and AL. Jonathan Biggs, Kevin Comolli, Bruce Golden and Hendrik Nelis are the managers of ALA and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by AL and AL2008. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his 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.

6. The securities are held directly by Accel X LP.

Remarks:

This report is the same as the Form 3 filed by Accel X LP of identical date and together comprise a single Form 3. Combined the reports report the holdings for the following reporting persons: Accel X LP, Accel X Strategic Partners LP, Accel Investors 2008 L.L.C., Accel London II L.P., Accel London Investors 2008 L.P., Accel Growth Fund II L.P., Accel Growth Fund II Strategic Partners L.P. and Accel Growth Fund Investors 2012 L.L.C.

	/s/ Tracy L. Sedlock as Attorney-In-Fact for Accel X LP	04/15/2015
	Tracy L. Sedlock as Attorney-In-Fact for Accel X Strategic Partners LP	04/15/2015
	Tracy L. Sedlock as Attorney-In-Fact for Accel Investors 2008 L.L.C.	04/15/2015
	Tracy L. Sedlock as Attorney-In-Fact for Accel London II L.P.	04/15/2015
	Tracy L. Sedlock as Attorney-In-Fact for Accel London Investors 2008 L.P.	04/15/2015
	Tracy L. Sedlock as Attorney-In-Fact for Accel Growth Fund II L.P.	04/15/2015
	Tracy L. Sedlock as Attorney-In-Fact for Accel Growth Fund II Strategic Partners L.P.	04/15/2015
	Tracy L. Sedlock as Attorney-In-Fact for Accel Growth Fund Investors 2012 L.L.C.	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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