SEC Form 4 · accession 0001181431-15-006051
ETSY INC · ETSY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Accel London II L.P.
10% Owner
Accel X LP
10% Owner
ACCEL X STRATEGIC PARTNERS LP
10% Owner
Accel Investors 2008 L.L.C.
10% Owner
Accel London Investors 2008 L.P.
10% Owner
Accel Growth Fund II L.P.
10% Owner
Period of report
Apr 21, 2015
Accepted (ET)
Apr 23, 2015 · 9:36 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 StockF1,F3,F6 | Apr 21, 2015 | C | 2,544,655 | — | A | 6,888,632 | D | |
| Common StockF1,F3,F6 | Apr 21, 2015 | C | 7,633,975 | — | A | 14,522,607 | D | |
| Common StockF1,F3,F6 | Apr 21, 2015 | C | 198,175 | — | A | 14,720,782 | D | |
| Common StockF1,F3 | Apr 21, 2015 | C | 219,940 | — | A | 595,402 | I | By Accel X Strategic Partners LP |
| Common StockF1,F3 | Apr 21, 2015 | C | 659,815 | — | A | 1,255,217 | I | By Accel X Strategic Partners LP |
| Common StockF1,F3 | Apr 21, 2015 | C | 17,130 | — | A | 1,272,347 | I | By Accel X Strategic Partners LP |
| Common StockF1,F3 | Apr 21, 2015 | C | 267,645 | — | A | 724,547 | I | By Accel Investors 2008 L.L.C. |
| Common StockF1,F3 | Apr 21, 2015 | C | 802,940 | — | A | 1,527,487 | I | By Accel Investors 2008 L.L.C. |
| Common StockF1,F3 | Apr 21, 2015 | C | 20,845 | — | A | 1,548,332 | I | By Accel Investors 2008 L.L.C. |
| Common StockF1,F4 | Apr 21, 2015 | C | 84,740 | — | A | 1,608,793 | I | By Accel Growth Fund II L.P. |
| Common StockF1,F4 | Apr 21, 2015 | C | 65,325 | — | A | 1,674,118 | I | By Accel Growth Fund II L.P. |
| Common StockF2,F4 | Apr 21, 2015 | C | 1,533,982 | — | A | 3,208,100 | I | By Accel Growth Fund II L.P. |
| Common StockF1,F4 | Apr 21, 2015 | C | 6,145 | — | A | 116,559 | I | By Accel Growth Fund II Strategic Partners L.P. |
| Common StockF1,F4 | Apr 21, 2015 | C | 4,740 | — | A | 121,299 | I | By Accel Growth Fund II Strategic Partners L.P. |
| Common StockF2,F4 | Apr 21, 2015 | C | 111,069 | — | A | 232,368 | I | By Accel Growth Fund II Strategic Partners L.P. |
| Common StockF1,F4 | Apr 21, 2015 | C | 8,260 | — | A | 156,657 | I | By Accel Growth Fund Investors 2012 L.L.C. |
| Common StockF1,F4 | Apr 21, 2015 | C | 6,370 | — | A | 163,027 | I | By Accel Growth Fund Investors 2012 L.L.C. |
| Common StockF2,F4 | Apr 21, 2015 | C | 149,289 | — | A | 312,316 | I | By Accel Growth Fund Investors 2012 L.L.C. |
| Common StockF1,F5 | Apr 21, 2015 | C | 36,895 | — | A | 1,701,670 | I | By Accel London II L.P. |
| Common StockF1,F5 | Apr 21, 2015 | C | 28,440 | — | A | 1,730,110 | I | By Accel London II L.P. |
| Common StockF1,F5 | Apr 21, 2015 | C | 586,640 | — | A | 2,316,750 | I | By Accel London II L.P. |
| Common StockF1,F5 | Apr 21, 2015 | C | 1,759,915 | — | A | 4,076,665 | I | By Accel London II L.P. |
| Common StockF1,F5 | Apr 21, 2015 | C | 45,685 | — | A | 4,122,350 | I | By Accel London II L.P. |
| Common StockF2,F5 | Apr 21, 2015 | C | 667,564 | — | A | 4,789,914 | I | By Accel London II L.P. |
| Common StockF1,F5 | Apr 21, 2015 | C | 1,245 | — | A | 57,490 | I | By Accel London Investors 2008 L.P. |
| Common StockF1,F5 | Apr 21, 2015 | C | 960 | — | A | 58,450 | I | Accel London Investors 2008 L.P. |
| Common StockF1,F5 | Apr 21, 2015 | C | 19,810 | — | A | 78,260 | I | Accel London Investors 2008 L.P. |
| Common StockF1,F5 | Apr 21, 2015 | C | 59,430 | — | A | 137,690 | I | Accel London Investors 2008 L.P. |
| Common StockF1,F5 | Apr 21, 2015 | C | 1,545 | — | A | 139,235 | I | Accel London Investors 2008 L.P. |
| Common StockF2,F5 | Apr 21, 2015 | C | 22,567 | — | A | 161,802 | I | Accel London Investors 2008 L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF1,F4 | — | Apr 21, 2015 | C | 16,948 | D | — | — | Common Stock | 84,740 | 0 | I |
| Series B Preferred StockF1,F4 | — | Apr 21, 2015 | C | 1,229 | D | — | — | Common Stock | 6,145 | 0 | I |
| Series B Preferred StockF1,F4 | — | Apr 21, 2015 | C | 1,652 | D | — | — | Common Stock | 8,260 | 0 | I |
| Series B Preferred StockF1,F5 | — | Apr 21, 2015 | C | 7,379 | D | — | — | Common Stock | 36,895 | 0 | I |
| Series B Preferred StockF1,F5 | — | Apr 21, 2015 | C | 249 | D | — | — | Common Stock | 1,245 | 0 | I |
| Series C Preferred StockF1,F4 | — | Apr 21, 2015 | C | 13,065 | D | — | — | Common Stock | 65,325 | 0 | I |
| Series C Preferred StockF1,F4 | — | Apr 21, 2015 | C | 948 | D | — | — | Common Stock | 4,740 | 0 | I |
| Series C Preferred StockF1,F4 | — | Apr 21, 2015 | C | 1,274 | D | — | — | Common Stock | 6,370 | 0 | I |
| Series C Preferred StockF1,F5 | — | Apr 21, 2015 | C | 5,688 | D | — | — | Common Stock | 28,440 | 0 | I |
| Series C Preferred StockF1,F5 | — | Apr 21, 2015 | C | 192 | D | — | — | Common Stock | 960 | 0 | I |
| Series D-1 Preferred StockF1,F3,F6 | — | Apr 21, 2015 | C | 508,931 | D | — | — | Common Stock | 2,544,655 | 0 | D |
| Series D-1 Preferred StockF1,F3 | — | Apr 21, 2015 | C | 43,988 | D | — | — | Common Stock | 219,940 | 0 | I |
| Series D-1 Preferred StockF1,F3 | — | Apr 21, 2015 | C | 53,529 | D | — | — | Common Stock | 267,645 | 0 | I |
| Series D-1 Preferred StockF1,F5 | — | Apr 21, 2015 | C | 117,328 | D | — | — | Common Stock | 586,640 | 0 | I |
| Series D-1 Preferred StockF1,F5 | — | Apr 21, 2015 | C | 3,962 | D | — | — | Common Stock | 19,810 | 0 | I |
| Series D Preferred StockF1,F3,F6 | — | Apr 21, 2015 | C | 1,526,795 | D | — | — | Common Stock | 7,633,975 | 0 | D |
| Series D Preferred StockF1,F3 | — | Apr 21, 2015 | C | 131,963 | D | — | — | Common Stock | 659,815 | 0 | I |
| Series D Preferred StockF1,F3 | — | Apr 21, 2015 | C | 160,588 | D | — | — | Common Stock | 802,940 | 0 | I |
| Series D Preferred StockF1,F5 | — | Apr 21, 2015 | C | 351,983 | D | — | — | Common Stock | 1,759,915 | 0 | I |
| Series D Preferred StockF1,F5 | — | Apr 21, 2015 | C | 11,886 | D | — | — | Common Stock | 59,430 | 0 | I |
| Series E Preferred StockF1,F3,F6 | — | Apr 21, 2015 | C | 39,635 | D | — | — | Common Stock | 198,175 | 0 | D |
| Series E Preferred StockF1,F3 | — | Apr 21, 2015 | C | 3,426 | D | — | — | Common Stock | 17,130 | 0 | I |
| Series E Preferred StockF1,F3 | — | Apr 21, 2015 | C | 4,169 | D | — | — | Common Stock | 20,845 | 0 | I |
| Series E Preferred StockF1,F5 | — | Apr 21, 2015 | C | 9,137 | D | — | — | Common Stock | 45,685 | 0 | I |
| Series E Preferred StockF1,F5 | — | Apr 21, 2015 | C | 309 | D | — | — | Common Stock | 1,545 | 0 | I |
| Series F Preferred StockF2,F4 | — | Apr 21, 2015 | C | 3,067,964 | D | — | — | Common Stock | 1,533,982 | 0 | I |
| Series F Preferred StockF2,F4 | — | Apr 21, 2015 | C | 222,139 | D | — | — | Common Stock | 111,069 | 0 | I |
| Series F Preferred StockF2,F4 | — | Apr 21, 2015 | C | 298,578 | D | — | — | Common Stock | 149,289 | 0 | I |
| Series F Preferred StockF2,F5 | — | Apr 21, 2015 | C | 1,335,128 | D | — | — | Common Stock | 667,564 | 0 | I |
| Series F Preferred StockF2,F5 | — | Apr 21, 2015 | C | 45,135 | D | — | — | Common Stock | 22,567 | 0 | I |
Explanation of responses
- F1Each 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 converted into 5 shares of Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock.
- F2Each share of Series F Preferred Stock automatically converted 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.
- F3Accel 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.
- F4Accel 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.
- F5Accel 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.
- F6The securities are held directly by Accel X LP.
Remarks
This report is the same as the Form 4 filed by Accel X LP of identical date and together comprise a single Form 4. Combined the reports report the transactions 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.