ETSY INC — Director's Dealing 2023

Mar 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ETSY INC (ETSY)
CIK: 0001370637
Period of Report: 2023-03-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-15	Common Stock	M	20850	$10.62	Acquired	128155	Direct
2023-03-15	Common Stock	S	2623	$101.73	Disposed	125532	Direct
2023-03-15	Common Stock	S	6542	$102.64	Disposed	118990	Direct
2023-03-15	Common Stock	S	9071	$103.81	Disposed	109919	Direct
2023-03-15	Common Stock	S	2614	$104.56	Disposed	107305	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-15	Restricted Stock Units	$	A	69235	Acquired		Common Stock (69235)	Direct
2023-03-15	Employee Stock Option (Right to Buy)	$10.62	M	20850	Disposed	2027-05-03	Common Stock (20850)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: This exercise and subsequent sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2022, as amended on November 14, 2022.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.16 to $102.135, 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.165 to $103.13, 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 range 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 $103.205 to $104.17, 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 $104.21 to $105.125, 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: 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.

F7: 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.

F8: The Reporting Person has irrevocably elected to satisfy all withholding tax due upon the delivery of shares by authorizing Etsy, Inc. to withhold a sufficient amount of shares to satisfy such tax obligation.

F9: Units correspond 1-for-1 with common stock.

F10: The restricted stock units vest in 8 equal semi-annual installments, beginning on October 1, 2023, provided the Reporting Person remains continuously employed on, or becomes retirement eligible prior to, such vesting date.

F11: These stock options are part of a grant that vested as to 25% on May 4, 2018 with the remainder vesting in 36 equal monthly installments subject to continued service on each vesting date.