SEC Form 4 · accession 0001140361-15-040525

ETSY INC · ETSY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents 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.
• F2A10A 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.
• F3AGFA 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.
• F4The 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.
• F5These shares were formerly held by The James W. Breyer 2011 Annuity Trust 3, dated March 10, 2011 (the "GRAT"), for the benefit of the Reporting Person's children. The GRAT expired and, in accordance with the terms of its Trust Agreement, the shares were transferred to the GRAT's beneficiaries. These beneficiaries were separate trusts for the benefit of the Reporting Person's children. An immediate family member of the Reporting Person acts as trustee for the children's trusts. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
• F6The 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.