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ETSY INC — Major Shareholding Notification 2017
Feb 13, 2017
30788_mrq_2017-02-14_10a9a4cf-389c-4d32-bd1a-802b3bdc07cd.zip
Major Shareholding Notification
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SC 13G/A 1 v459240_sc13ga.htm SCHEDULE 13G/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Etsy, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
29786A106
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 17 Pages
Exhibit Index Contained on Page 15
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CUSIP NO. 29786A106 13 G Page 2 of 17
| 1 | NAME OF REPORTING PERSONS SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel X L.P. (“A10”) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 shares. |
|---|---|
| 6 | SHARED VOTING POWER 0 shares. |
| 7 | SOLE DISPOSITIVE POWER 0 shares. |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
|---|---|---|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON* | PN |
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CUSIP NO. 29786A106 13 G Page 3 of 17
| 1 | NAME OF REPORTING PERSONS SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel X Strategic Partners L.P. (“A10SP”) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 shares. |
|---|---|
| 6 | SHARED VOTING POWER 0 shares. |
| 7 | SOLE DISPOSITIVE POWER 0 shares. |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
|---|---|---|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON* | PN |
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CUSIP NO. 29786A106 13 G Page 4 of 17
| 1 | NAME OF REPORTING PERSONS SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel X Associates L.L.C. (“A10A”) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 shares. |
|---|---|
| 6 | SHARED VOTING POWER 0 shares. |
| 7 | SOLE DISPOSITIVE POWER 0 shares. |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
|---|---|---|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | OO |
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CUSIP NO. 29786A106 13 G Page 5 of 17
| 1 | NAME OF REPORTING PERSONS SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel Investors 2008 L.L.C. (“AI08”) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 shares. |
|---|---|
| 6 | SHARED VOTING POWER 0 shares. |
| 7 | SOLE DISPOSITIVE POWER 0 shares. |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
|---|---|---|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON* | OO |
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CUSIP NO. 29786A106 13 G Page 6 of 17
| 1 | NAME OF REPORTING PERSONS SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel Growth Fund II L.P. (“AGF2”) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 shares. |
|---|---|
| 6 | SHARED VOTING POWER 0 shares. |
| 7 | SOLE DISPOSITIVE POWER 0 shares. |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
|---|---|---|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON* | PN |
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CUSIP NO. 29786A106 13 G Page 7 of 17
| 1 | NAME OF REPORTING PERSONS SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel Growth Fund II Strategic Partners L.P. (“AGF2SP”) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 shares. |
|---|---|
| 6 | SHARED VOTING POWER 0 shares. |
| 7 | SOLE DISPOSITIVE POWER 0 shares. |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
|---|---|---|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON* | PN |
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CUSIP NO. 29786A106 13 G Page 8 of 17
| 1 | NAME OF REPORTING PERSONS SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel Growth Fund II Associates L.L.C. (“AGF2A”) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 shares. |
|---|---|
| 6 | SHARED VOTING POWER 0 shares. |
| 7 | SOLE DISPOSITIVE POWER 0 shares. |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
|---|---|---|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON* | OO |
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CUSIP NO. 29786A106 13 G Page 9 of 17
| 1 | NAME OF REPORTING PERSONS SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel Growth Fund Investors 2012 L.L.C. (“AGFI12”) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 shares. |
|---|---|
| 6 | SHARED VOTING POWER 0 shares. |
| 7 | SOLE DISPOSITIVE POWER 0 shares. |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
|---|---|---|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON* | OO |
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CUSIP NO. 29786A106 13 G Page 10 of 17
| 1 | NAME OF REPORTING PERSONS SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James W. Breyer (“JWB”) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 1,507,628 shares, of which 486,692 are directly owned by Breyer Family Foundation and 1,020,936 are directly owned by trusts for the benefit of James W. Breyer's children. | | --- | --- | | 6 | SHARED VOTING POWER 0 shares. | | 7 | SOLE DISPOSITIVE POWER 1,507,628 shares, of which 486,692 are directly owned by Breyer Family Foundation and 1,020,936 are directly owned by trusts for the benefit of James W. Breyer's children. | | 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,507,628 |
|---|---|---|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.3% |
| 12 | TYPE OF REPORTING PERSON* | IN |
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CUSIP NO. 29786A106 13 G Page 11 of 17
This Amendment No.1 amends the statement on Schedule 13G filed by Accel X L.P., a Delaware limited partnership (“A10”), Accel X Strategic Partners L.P., a Delaware limited partnership (“A10SP”), Accel X Associates L.L.C., a Delaware limited liability company (“A10A”), Accel Investors 2008 L.L.C., a Delaware limited liability company (“AI08”), Accel Growth Fund II L.P. , a Delaware limited partnership (“AGF2”), Accel Growth Fund II Strategic Partners L.P. , a Delaware limited partnership (“AGF2SP”), Accel Growth Fund II Associates L.L.C. , a Delaware limited liability company (“AGF2A”), Accel Growth Fund Investors 2012 L.L.C. , a Delaware limited liability company (“AGFI12”) and James W. Breyer (“JWB”). The foregoing entities and individual are collectively referred to as the “Reporting Persons.”
ITEM 1(A). NAME OF ISSUER
Etsy, Inc.
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
55 Washington Street, Suite 512
Brooklyn, NY 11201
ITEM 2(A). NAME OF PERSONS FILING
A10A is the general partner of A10 and A10SP, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by A10 and A10SP. AGF2A is the general partner of AGF2 and AGF2SP, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AGF2 and AGF2SP.
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
The address for each of the Reporting Persons is:
Accel Partners
428 University Avenue
Palo Alto, CA 94301
ITEM 2(C) CITIZENSHIP
A10, A10SP, AGF2 and AGF2SP are Delaware limited partnerships. A10A, AI08, AGF2A and AGFI12 are Delaware limited liability companies. JWB is a United States citizen.
ITEM 2(D) TITLE OF CLASS OF SECURITIES
Common Stock, $0.001 par value.
ITEM 2(E) CUSIP NUMBER
29786A106
ITEM 3. Not Applicable
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CUSIP NO. 29786A106 13 G Page 12 of 17
ITEM 4. OWNERSHIP
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2016.
(a) Amount beneficially owned :
See Row 9 of cover page for each Reporting Person.
(b) Percent of Class :
See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which such person has :
(i) Sole power to vote or to direct the vote :
See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote :
See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of :
See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of :
See Row 8 of cover page for each Reporting Person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x Yes
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON .
Under certain circumstances set forth in the limited partnership agreements of A10, A10SP, AGF2 and AGF2SP, and the limited liability company agreements of A10A, AI08, AGF2A and AGFI12, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
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CUSIP NO. 29786A106 13 G Page 13 of 17
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP .
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP .
Not Applicable.
ITEM 10. CERTIFICATION .
Not Applicable.
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CUSIP NO. 29786A106 13 G Page 14 of 17
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2017
Entities: Accel X L.P.*
Accel X Strategic Partners L.P. *
Accel X Associates L.L.C. *
Accel Investors 2008 L.L.C.*
Accel Growth Fund II L.P.*
Accel Growth Fund II Strategic Partners L.P.*
Accel Growth Fund II Associates L.L.C.*
Accel Growth Fund Investors 2012 L.L.C.*
| By: |
|---|
| Tracy L. Sedlock, Attorney-in-fact for |
| the above-listed entities |
Individuals: James W. Breyer*
| By: |
|---|
| Tracy L. Sedlock, Attorney-in-fact for |
| the above-listed individual |
- Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
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CUSIP NO. 29786A106 13 G Page 15 of 17
EXHIBIT INDEX
| Found on Sequentially | |
|---|---|
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 16 |
| Exhibit B: Power of Attorney | 17 |
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CUSIP NO. 29786A106 13 G Page 16 of 17
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Etsy, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.
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CUSIP NO. 29786A106 13 G Page 17 of 17
exhibit B
Power of Attorney
Tracy L. Sedlock has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.
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