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: SCOTT RYAN M. (Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-01	Common Stock	M	9921	$0.00	Acquired	9921	Direct
2023-04-01	Common Stock	F	5067	$111.33	Disposed	4854	Direct
2023-04-03	Common Stock	M	6146	$41.65	Acquired	11000	Direct
2023-04-03	Common Stock	S	2828	$106.95	Disposed	8172	Direct
2023-04-03	Common Stock	S	2789	$107.61	Disposed	5383	Direct
2023-04-03	Common Stock	S	337	$108.45	Disposed	5046	Direct
2023-04-03	Common Stock	S	192	$110.43	Disposed	4854	Direct
2023-04-04	Common Stock	S	1287	$110.35	Disposed	3567	Direct
2023-04-04	Common Stock	S	1287	$111.01	Disposed	2280	Direct
2023-04-04	Common Stock	S	577	$112.72	Disposed	1703	Direct
2023-04-04	Common Stock	S	9	$114.39	Disposed	1694	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-01	Restricted Stock Units	$	M	3602	Disposed		Common Stock (3602)	Direct
2023-04-01	Restricted Stock Units	$	M	1149	Disposed		Common Stock (1149)	Direct
2023-04-01	Restricted Stock Units	$	M	3775	Disposed		Common Stock (3775)	Direct
2023-04-01	Performance Stock Units	$	M	1395	Disposed		Common Stock (1395)	Direct
2023-04-03	Stock Option (Right to Buy)	$41.65	M	6146	Disposed	2030-03-15	Common Stock (6146)	Direct

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: The exercise and sales reported herein were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 28, 2022, as amended May 13, 2022.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.28 to $107.245, 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 range 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 $107.28 to $108.075, 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 range 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 $108.355 to $108.53, 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 range 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 $110.07 to $110.47, 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 range 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 $109.79 to $110.785, 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 range 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 $110.79 to $111.58, 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 range 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 $112.415 to $113.12, 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: Represents restricted stock units which correspond 1-for-1 with common stock.

F12: The restricted stock units vest in 8 equal semi-annual installments, beginning on October 1, 2020, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.

F13: 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.

F14: 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.

F15: Represents performance-based restricted stock units which correspond 1-for-1 with common stock.

F16: 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.

F17: On March 2, 2023, the Reporting Person filed a Form 4 which inadvertently reported 1,640 restricted stock units earned under a performance-based restricted stock unit award based on the Issuer's satisfaction of certain performance criteria, instead of 4,183 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.

F18: The stock options are exercisable in 8 equal semi-annual installments, beginning on October 1, 2020, provided the Reporting Person remains continuously employed on each vesting date.