SEC Form 4 · accession 0001209191-15-035770

ETSY INC · ETSY

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

Reporting owner

Frederick R Wilson

Director · 10% Owner

Period of report

Apr 21, 2015

Accepted (ET)

Apr 23, 2015 · 5:38 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,F3,F4,F5}	Apr 21, 2015	C	14,273,006	—	A	14,958,622	I	See Footnote
Common Stock^F6,F4,F5,F7	Apr 21, 2015	S	1,507,154	$14.96	D	13,451,468	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-1 Preferred Stock^F1	—	Apr 21, 2015	C	626,097	D	—	—	Common Stock	3,130,485	I
Series A-1 Preferred Stock^F1	—	Apr 21, 2015	C	12,472	D	—	—	Common Stock	62,360	I
Series A-1 Preferred Stock^F1	—	Apr 21, 2015	C	1,190	D	—	—	Common Stock	5,950	I
Series B Preferred Stock^F1	—	Apr 21, 2015	C	544,844	D	—	—	Common Stock	2,724,220	I
Series B Preferred Stock^F1	—	Apr 21, 2015	C	10,853	D	—	—	Common Stock	54,265	I
Series B Preferred Stock^F1	—	Apr 21, 2015	C	7,622	D	—	—	Common Stock	38,110	I
Series C Preferred Stock^F1	—	Apr 21, 2015	C	871,265	D	—	—	Common Stock	4,356,325	I
Series C Preferred Stock^F1	—	Apr 21, 2015	C	17,356	D	—	—	Common Stock	86,780	I
Series C Preferred Stock^F1	—	Apr 21, 2015	C	5,876	D	—	—	Common Stock	29,380	I
Series D Preferred Stock^F1	—	Apr 21, 2015	C	606,910	D	—	—	Common Stock	3,034,550	I
Series D Preferred Stock^F1	—	Apr 21, 2015	C	12,090	D	—	—	Common Stock	60,450	I
Series F Preferred Stock^F2	—	Apr 21, 2015	C	1,380,262	D	—	—	Common Stock	690,131	I

Explanation of responses

F1Each share of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into five shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering. The Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock have no expiration date.
F2Each share of Series F Preferred Stock automatically converted into 0.5 shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering. The Series F Preferred Stock has no expiration date.
F3Consists of (i) 13,245,580 shares owned by Union Square Ventures 2004, L.P. ("USV 2004"); (ii) 263,855 shares owned by Union Square Principals 2004, L.L.C. ("Principals"); and (iii) 1,449,187 shares owned by Union Square Ventures Opportunity Fund, L.P. ("Opportunity").
F4Union Square GP 2004, L.L.C. ("USGP") is the general partner of each of USV 2004 and Principals and, as such, has the power to vote and dispose of the shares held by each of them. The Reporting Person is a managing member of USGP and, as such, may be deemed to share voting and dispositive power over the shares held by USV 2004. The Reporting Person disclaims beneficial ownership of the shares owned by USV 2004, except to the extent of his pecuniary interest therein.
F5Union Square Opportunity Fund GP, L.L.C. ("Opportunity GP") is the general partner of Opportunity and, as such, has the power to vote and dispose of the shares held by Opportunity. The Reporting Person is a manager of Opportunity GP and, as such, may be deemed to share voting and dispositive power over the shares held by Opportunity. The Reporting Person disclaims beneficial ownership of the shares owned by Opportunity, except to the extent of his pecuniary interest therein.
F6The sale of these shares of Common Stock consists of (i) 1,307,154 shares sold by USV 2004, and (ii) 200,000 shares sold by Opportunity.
F7Consists of (i) 11,938,426 shares owned by USV 2004; (ii) 263,855 shares owned by Principals; and (iii) 1,249,187 shares owned by Opportunity.

Remarks

Exhibit List - Exhibit 24 - Power of Attorney