ETSY INC — Director's Dealing 2023

Apr 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ETSY INC (ETSY)
CIK: 0001370637
Period of Report: 2023-04-01

Reporting Person: Silverman Josh (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-01	Common Stock	M	16489	$0.00	Acquired	123794	Direct
2023-04-01	Common Stock	F	9120	$111.33	Disposed	114674	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-01	Restricted Stock Units	$	M	3101	Disposed		Common Stock (3101)	Direct
2023-04-01	Restricted Stock Units	$	M	7190	Disposed		Common Stock (7190)	Direct
2023-04-01	Performance Stock Units	$	M	6198	Disposed		Common Stock (6198)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4942	Indirect
Common Stock	16886	Indirect
Common Stock	42269	Indirect

Footnotes

F1: Shares of common stock acquired upon the vesting of the restricted stock units and performance-based 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 and performance-based restricted stock units.

F3: These shares are held by the JGS 2018 Irrevocable GST Trust (the "GST Trust"). The Reporting Person's spouse is the trustee of the GST 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.

F4: These shares are held by the JGS 2018 Irrevocable Non-GST Trust (the "Non-GST Trust"). The Reporting Person's spouse is the trustee of the Non-GST 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.

F5: Represents restricted stock units which correspond 1-for-1 with common stock.

F6: The restricted stock units vest in 8 equal semi-annual installments, beginning on October 1, 2021, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.

F7: The restricted stock units vest in 8 equal semi-annual installments, beginning on October 1, 2022, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.

F8: Represents performance-based restricted stock units which correspond 1-for-1 with common stock.

F9: The earned performance-based restricted stock units vest in equal installments on each of April 1, 2023, 2024 and 2025, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.

F10: On March 2, 2023, the Reporting Person filed a Form 4 which inadvertently reported 7,290 restricted stock units earned under a performance-based restricted stock unit award based on the Issuer's satisfaction of certain performance criteria, instead of 18,592 restricted stock units. Any remaining restricted stock units subject to the performance award will be earned only upon the satisfaction of additional performance vesting criteria. The securities beneficially owned following the reported transaction has been adjusted to reflect the correct number of performance-based restricted stock units acquired.