ETSY INC — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ETSY INC (ETSY)
CIK: 0001370637
Period of Report: 2016-02-29

Reporting Person: WILSON FREDERICK R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	S	85000	$7.7218	Disposed	539597	Indirect
2016-03-01	Common Stock	S	85000	$8.2835	Disposed	454597	Indirect
2016-03-02	Common Stock	S	38198	$8.7842	Disposed	416399	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3979478	Indirect
Common Stock	87953	Indirect
Common Stock	557635	Direct
Common Stock	219583	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.32 to $7.95, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: Union Square Opportunity GP, L.L.C. ("Opportunity GP") is the general partner of Union Square Ventures Opportunity Fund, L.P. ("Opportunity") and, as such, has the sole power to vote and dispose of the shares owned by Opportunity. Each of the Reporting Person, Brad Burnham, John Buttrick, Andy Weissman and Albert Wenger is a managing member of Opportunity GP and, as such, may be deemed to share voting and dispositive power over the shares owned by Opportunity. The Reporting Person disclaims beneficial ownership of the shares owned by Opportunity, except to the extent of his pecuniary interest therein.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.94 to $8.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.32 to $9.09, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F5: Union Square GP 2004, L.L.C. ("USGP") is the general partner of Union Square Ventures 2004, L.P. ("USV 2004") and the managing member of Union Square Principals 2004, a Delaware Multiple Series LLC ("Principals") and, as such, has the sole power to vote and dispose of the shares owned by each of them. Each of the Reporting Person and Brad Burnham is a managing member of USGP and, as such, may be deemed to share voting and dispositive power over the shares owned by USV 2004 and Principals. The Reporting Person disclaims beneficial ownership of the shares owned by USV 2004 and Principals, except to the extent of his pecuniary interest therein.

F6: The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.