ETSY INC — Major Shareholding Notification 2018

Feb 12, 2018

SC 13G/A 1 tv485370_sc13g-a.htm SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

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

(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).

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Exhibit Index Contained on Page 16

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Union Square Ventures 2004, L.P. (“USV 2004”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	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 shares.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON (See Instructions) PN

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| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Union Square Principals 2004, a Delaware Multiple Series LLC (“USV Principals 2004”) | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | 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 shares. | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | | | 12 | TYPE OF REPORTING PERSON (See Instructions) OO | |

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| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Union Square Ventures Opportunity Fund, L.P. (“USV Opportunity”) | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | 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 shares. | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | | | 12 | TYPE OF REPORTING PERSON (See Instructions) PN | |

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| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Union Square GP 2004, L.L.C. | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | 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 shares. | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | | | 12 | TYPE OF REPORTING PERSON (See Instructions) OO | |

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| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Union Square Opportunity GP, L.L.C. | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | 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 shares. | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | | | 12 | TYPE OF REPORTING PERSON (See Instructions) OO | |

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Brad Burnham
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 1,253,226 shares.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 1,253,226 shares.
	8	SHARED DISPOSITIVE POWER 0 shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,253,226 shares.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1%
12	TYPE OF REPORTING PERSON (See Instructions) IN

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). John Buttrick
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 98,950 shares.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 98,950 shares.
	8	SHARED DISPOSITIVE POWER 0 shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,950 shares.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1%
12	TYPE OF REPORTING PERSON (See Instructions) IN

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Andy Weissman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	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 shares.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON (See Instructions) IN

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| 1 | N AME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Albert Wenger | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 144,518 shares. | | | 6 | SHARED VOTING POWER 0 shares. | | | 7 | SOLE DISPOSITIVE POWER 144,518 shares. | | | 8 | SHARED DISPOSITIVE POWER 0 shares. | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 144,518 shares. | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% | | | 12 | TYPE OF REPORTING PERSON (See Instructions) IN | |

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Frederick R. Wilson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 1,010,009 shares.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 1,010,009 shares.
	8	SHARED DISPOSITIVE POWER 0 shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,010,009 shares.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9%
12	TYPE OF REPORTING PERSON (See Instructions) IN

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ITEM 1(A). NAME OF ISSUER

Etsy, Inc.

ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

117 Adams Street

Brooklyn, NY 11201

ITEM 2(A). NAME OF PERSONS FILING

USV 2004, USV Principals 2004, USV Opportunity, 2004 GP, Opportunity GP, Burnham, Buttrick, Weissman, Wenger and Wilson. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

2004 GP, the general partner of USV 2004 and the managing member of USV Principals 2004, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by USV 2004 and USV Principals 2004. Opportunity GP, the general partner of USV Opportunity, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by USV Opportunity. Burnham and Wilson are managing members of 2004 GP and may be deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by USV 2004 and USV Principals 2004. Burnham, Buttrick, Weissman, Wenger and Wilson are managers of Opportunity GP and may be deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by USV Opportunity.

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE

The address for each of the Reporting Persons is:

c/o Union Square Ventures

915 Broadway, 19 th Floor

New York, NY 10010

ITEM 2(C) CITIZENSHIP

USV 2004 and USV Opportunity are Delaware limited partnerships. USV Principals 2004 is a Delaware multiple series limited liability company. 2004 GP and Opportunity GP are Delaware limited liability companies. Burnham, Buttrick, Weissman, Wenger and Wilson are United States citizens.

ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

Common Stock CUSIP # 29786A106

ITEM 3. Not Applicable .

ITEM 4. OWNERSHIP

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

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(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 .

Not applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

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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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 12, 2018

Union Square Ventures 2004, L.P.	/s/ Brad Burnham
By Union Square GP 2004, L.L.C.	Signature
Its General Partner	Brad Burnham
	Managing Member
Union Square Principals 2004,	/s/ Brad Burnham
a Delaware Multiple Series LLC	Signature
By Union Square GP 2004, L.L.C.	Brad Burnham
Its Managing Member	Managing Member
Union Square Ventures Opportunity Fund, L.P.	/s/ John Buttrick
By Union Square Opportunity GP, L.L.C.	Signature
Its General Partner	John Buttrick
	Manager
Union Square GP 2004, L.L.C.	/s/ Brad Burnham
	Signature
	Brad Burnham
	Managing Member
Union Square Opportunity GP, L.L.C.	/s/ John Buttrick
	Signature
	John Buttrick
	Manager
Brad Burnham	/s/ Brad Burnham
	Brad Burnham

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John Buttrick	/s/ John Buttrick
	John Buttrick
Andy Weissman	/s/ Andy Weissman
	Andy Weissman
Albert Wenger	/s/ Albert Wenger
	Albert Wenger
Frederick R. Wilson	/s/ Frederick R. Wilson
	Frederick R. Wilson

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for

other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A: Agreement of Joint Filing	17

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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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