SEC Form 4 · accession 0001140361-16-061038

ETSY INC · ETSY

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

Reporting owner

James Breyer

Director

Period of report

Apr 11, 2016

Accepted (ET)

Apr 13, 2016 · 8:04 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001370637

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Apr 11, 2016	J	4,459,702	$0.00	D	0	I	By Accel X L.P.
Common Stock^F1,F2	Apr 11, 2016	J	385,466	$0.00	D	0	I	By Accel X Strategic Partners L.P.
Common Stock^F1,F3	Apr 11, 2016	J	469,078	$0.00	D	0	I	By Accel Investors 2008 L.L.C.
Common Stock^F1,F4	Apr 11, 2016	J	965,593	$0.00	D	0	I	By Accel Growth Fund II L.P.
Common Stock^F1,F4	Apr 11, 2016	J	69,943	$0.00	D	0	I	By Accel Growth Fund II Strategic Partners L.P.
Common Stock^F1,F5	Apr 11, 2016	J	94,006	$0.00	D	0	I	By Accel Growth Fund Investors 2012 L.L.C.
Common Stock^F6	Apr 11, 2016	J	177,080	$0.00	A	1,460,134	I	By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005
Common Stock^F7	holding	—	—		—	1,020,936	I	By trusts for the benefit of James W. Breyer's children
Common Stock^F8	holding	—	—		—	527,811	I	By Breyer Capital L.L.C.

Table II — derivative securities

No Table II lines on this filing.

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. ("ALIIP"), and Accel London Investors 2008 L.P. ("ALI2008") 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.
F2Accel X Associates L.L.C. ("A10A") is the General Partner of A10 and A10SP and has the sole voting and investment power over the shares held directly by A10 and A10SP. 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, therefore, may be deemed to share voting and investment power with regard to the shares held directly by A10 and A10SP. 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.
F3The 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 AI2008 and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by 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.
F4Accel Growth Fund II Associates L.L.C. ("AGFA") is the General Partner of AGF and AGFSP and has the sole voting and investment power over the shares held directly by AGF and AGFSP. 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, therefore, may be deemed to share voting and investment power with regard to the shares held directly by AGF and AGFSP. 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.
F5The 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 AGFI2012 and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by 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.
F6The 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.
F7An immediate family member 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.
F8The 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.