SEC Form 4 · accession 0001181431-15-006054

ETSY INC · ETSY

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

Reporting owner

James Breyer

Director

Period of report

Apr 21, 2015

Accepted (ET)

Apr 23, 2015 · 9:38 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 21, 2015	C	276,052	—	A	603,213	I	By Breyer Capital L.L.C.
Common Stock^F1,F3	Apr 21, 2015	C	111,069	—	A	233,328	I	By Accel Growth Fund II Strategic Partners L.P.
Common Stock^F3	Apr 21, 2015	S	23,509	$14.96	D	209,819	I	By Accel Growth Fund II Strategic Partners L.P.
Common Stock^F1,F3	Apr 21, 2015	C	149,289	—	A	313,606	I	By Accel Growth Fund Investors 2012 L.L.C.
Common Stock^F3	Apr 21, 2015	S	31,598	$14.96	D	282,008	I	By Accel Growth Fund Investors 2012 L.L.C.
Common Stock^F1,F3	Apr 21, 2015	C	1,533,982	—	A	3,221,330	I	By Accel Growth Fund II L.P.
Common Stock^F3	Apr 21, 2015	S	324,565	$14.96	D	2,896,765	I	By Accel Growth Fund II L.P.
Common Stock^F4	Apr 21, 2015	S	1,499,043	$14.96	D	13,379,089	I	By Accel X LP
Common Stock^F4	Apr 21, 2015	S	129,565	$14.96	D	1,156,382	I	By Accel X Strategic Partners L.P.
Common Stock^F4	Apr 21, 2015	S	157,670	$14.96	D	1,407,212	I	By Accel Investors 2008 L.L.C.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series F Preferred Stock^F1,F2	—	Apr 21, 2015	C	552,105	D	—	—	Common Stock	276,052	I
Series F Preferred Stock^F1,F3	—	Apr 21, 2015	C	3,067,964	D	—	—	Common Stock	1,533,982	I
Series F Preferred Stock^F1,F3	—	Apr 21, 2015	C	222,139	D	—	—	Common Stock	111,069	I
Series F Preferred Stock^F1,F3	—	Apr 21, 2015	C	298,578	D	—	—	Common Stock	149,289	I

Explanation of responses

F1Each 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.
F2The Reporting Person is the manager of Breyer Capital L.L.C. and has sole voting and investment power with regard to the shares held directly by this limited liability company.
F3Accel 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. 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 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.
F4Accel 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 over the shares held directly by the 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 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.

Remarks

This report is the same as the Form 4 filed by James Breyer of identical date and together comprise a single Form 4.