Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Note 15—Stockholders’ Equity

At December 31, 2019 and 2018, the authorized capital stock of the Company included 1,400,000,000 shares of common stock. At December 31, 2019 and 2018 there were 25,000,000 shares of preferred stock authorized.

Common Stock

At December 31, 2019 and 2018 there were 118,342,772 and 119,771,702 shares of common stock issued and outstanding, respectively. Holders of common stock are entitled to one vote per share. Holders of common stock are not entitled to receive dividends unless declared by the Board of Directors. No dividends have been declared through December 31, 2019. The common stock has a $0.001 par value.

Convertible Preferred Stock

Upon the closing of the IPO on April 21, 2015, all outstanding shares of convertible preferred stock were converted into 53,448,243 shares of common stock. As of December 31, 2019, 2018, and 2017, there was no convertible preferred stock outstanding.

Share Repurchases

In September 2019, the Board of Directors approved a concurrent stock repurchase with the pricing of the 2019 Notes, pursuant to which the Company repurchased $124.5 million, or 2,094,196 shares of its common stock. This authorization was only applicable concurrent with the issuance of the 2019 Notes and, therefore, there are no further purchases authorized under this approval.

On November 1, 2018, the Board of Directors approved a stock repurchase program that enables the Company to repurchase up to $200 million of its common stock. The program does not have a time limit and may be modified, suspended, or terminated at any time by the Board of Directors. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, stock price, trading volume and general market conditions, along with Etsy’s working capital requirements, general business conditions and other factors.

In November 2017, the Board of Directors approved a stock repurchase program that enabled the Company to repurchase up to $100 million of its common stock. The program was completed in the second quarter of 2018.

Under the stock repurchase programs, the Company may purchase shares of its common stock through various means, including open market transactions, privately negotiated transactions, tender offers or any combination thereof. In addition, open market repurchases of common stock may be made pursuant to trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.

The following table summarizes the Company’s cumulative share repurchase activity of the programs noted above, excluding shares withheld to satisfy tax withholding obligations in connection with the vesting of employee restricted stock units and excluding the concurrent stock repurchase with the pricing of the 2019 Notes (in thousands, except share and per share amounts):



	Shares Repurchased	Average Price Paid per Share (1)		Value of Shares Repurchased (1)		Remaining Amount Authorized
New Authorization on November 17, 2017 of $100 million	—	$	—	$	—	$	100,000
Repurchases of common stock for the three months ended:
December 31, 2017	586,231	17.57		10,301		(10,301		)
Balance as of December 31, 2017	586,231	17.57		10,301		89,699
Repurchases of common stock for the three months ended:
March 31, 2018	2,807,393	24.43		68,586		(68,586		)
June 30, 2018	722,941	29.15		21,113		(21,113		)
September 30, 2018	—	—		—		—
New Authorization on November 1, 2018 of $200 million	—	—		—		200,000
Repurchases of common stock for the three months ended:
December 31, 2018	916,083	49.11		45,000		(45,000		)
Balance as of December 31, 2018	5,032,648	28.80		145,000		155,000
Repurchases of common stock for the three months ended:
March 31, 2019	532,412	51.64		27,500		(27,500		)
June 30, 2019	—	—		—		—
September 30, 2019	50,721	55.16		2,798		(2,798		)
December 31, 2019	425,078	52.21		22,202		(22,202		)
Balance as of December 31, 2019	6,040,859	$	32.68	$	197,500	$	102,500

(1) Average price paid per share excludes broker commissions. Value of shares repurchased includes broker commissions.

All repurchases were made using cash resources and all repurchased shares of common stock have been retired.