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ETSY INC Director's Dealing 2015

Apr 15, 2015

30788_dirs_2015-04-15_5dd16c5f-ddd0-4384-bff8-082633ecbed4.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ETSY INC (ETSY)
CIK: 0001370637
Period of Report: 2015-04-15

Reporting Person: BREYER JAMES (Director)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 666635 Indirect
Common Stock 297786 Indirect
Common Stock 4343977 Indirect
Common Stock 375462 Indirect
Common Stock 456902 Indirect
Common Stock 1524053 Indirect
Common Stock 110414 Indirect
Common Stock 148397 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Series A-1 Preferred Stock $ Common Stock (25000) Indirect
Series A-1 Preferred Stock $ Common Stock (2380) Indirect
Series A-1 Preferred Stock $ Common Stock (157350) Indirect
Series A-1 Preferred Stock $ Common Stock (13600) Indirect
Series A-1 Preferred Stock $ Common Stock (16550) Indirect
Series A-1 Preferred Stock $ Common Stock (13230) Indirect
Series A-1 Preferred Stock $ Common Stock (960) Indirect
Series A-1 Preferred Stock $ Common Stock (1290) Indirect
Series B Preferred Stock $ Common Stock (15245) Indirect
Series B Preferred Stock $ Common Stock (84740) Indirect
Series B Preferred Stock $ Common Stock (6145) Indirect
Series B Preferred Stock $ Common Stock (8260) Indirect
Series C Preferred Stock $ Common Stock (11750) Indirect
Series C Preferred Stock $ Common Stock (65325) Indirect
Series C Preferred Stock $ Common Stock (4740) Indirect
Series C Preferred Stock $ Common Stock (6370) Indirect
Series D-1 Preferred Stock $ Common Stock (404300) Indirect
Series D-1 Preferred Stock $ Common Stock (2544655) Indirect
Series D-1 Preferred Stock $ Common Stock (219940) Indirect
Series D-1 Preferred Stock $ Common Stock (267645) Indirect
Series D Preferred Stock $ Common Stock (712750) Indirect
Series D Preferred Stock $ Common Stock (500150) Indirect
Series D Preferred Stock $ Common Stock (7633975) Indirect
Series D Preferred Stock $ Common Stock (659815) Indirect
Series D Preferred Stock $ Common Stock (802940) Indirect
Series E Preferred Stock $ Common Stock (31485) Indirect
Series E Preferred Stock $ Common Stock (198175) Indirect
Series E Preferred Stock $ Common Stock (17130) Indirect
Series E Preferred Stock $ Common Stock (20845) Indirect

Footnotes

F1: Each share of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock, Series D Preferred Stock and Series E Preferred Stock is convertible into 5 shares of Common Stock of the Issuer at any time at the option of the holder and has no expiration date. Each share of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converts into 5 shares of Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock.

F2: The 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.

F3: Accel 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. 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.

F4: Accel 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.