ETSY INC — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ETSY INC (ETSY)
CIK: 0001370637
Period of Report: 2021-01-01

Reporting Person: Fisher Michael T (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-01	Common Stock	M	7031	$0.00	Acquired	27615	Direct
2021-01-01	Common Stock	F	2642	$177.91	Disposed	24973	Direct
2021-01-04	Common Stock	M	5208	$14.31	Acquired	30181	Direct
2021-01-04	Common Stock	S	1359	$170.14	Disposed	28822	Direct
2021-01-04	Common Stock	S	2478	$171.66	Disposed	26344	Direct
2021-01-04	Common Stock	S	1956	$172.56	Disposed	24388	Direct
2021-01-04	Common Stock	S	1338	$174.08	Disposed	23050	Direct
2021-01-04	Common Stock	S	1218	$174.87	Disposed	21832	Direct
2021-01-04	Common Stock	S	513	$175.97	Disposed	21319	Direct
2021-01-04	Common Stock	S	457	$176.89	Disposed	20862	Direct
2021-01-04	Common Stock	S	347	$178.24	Disposed	20515	Direct
2021-01-04	Common Stock	S	28	$179.52	Disposed	20487	Direct
2020-12-21	Common Stock	G	7663	$0.00	Disposed	12824	Direct
2020-12-21	Common Stock	G	7663	$0.00	Acquired	7663	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-01	Restricted Stock Units	$	M	7031	Disposed		Common Stock (7031)	Direct
2021-01-04	Employee Stock Option (Right to Buy)	$14.31	M	5208	Disposed	2027-07-31	Common Stock (5208)	Direct

Footnotes

F1: Shares of common stock acquired upon the vesting of restricted stock units.

F2: This transaction reported represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of the restricted stock units.

F3: This exercise and subsequent sales were made pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on May 8, 2020.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.90 to $170.82, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.14 to $172.13, 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.16 to $173.01, 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.44 to $174.38, 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.50 to $175.48, 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.73 to $176.255, 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.765 to $177.25, 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.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.23 to $178.24, 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.

F12: These shares are held by The Michael T. Fisher 2020 Irrevocable Trust (the "Trust") for the benefit of the Reporting Person's spouse. The Reporting Person's spouse is the trustee of the Trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F13: Represents restricted stock units which correspond 1-for-1 with common stock.

F14: 25% of the restricted stock units vested on July 1, 2018, with the remainder vesting in 12 equal quarterly installments thereafter, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.

F15: The shares underlying the option exercised in this transaction were fully vested and exercisable. The remainder of the shares underlying the option shall continue to vest and become exercisable ratably on a monthly basis on the first day of each month through August 1, 2021, subject to the Reporting Person's continued service with the Issuer through each such date.