SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

WILSON FREDERICK R

(Last)

(First)

(Middle)

C/O UNION SQUARE VENTURES

915 BROADWAY, 19TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2015

3. Issuer Name and Ticker or Trading Symbol
ETSY INC [ ETSY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	685,616	I	By: Union Square Ventures Opportunity Fund LP⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,130,485	⁽¹⁾	I	By: Union Square Ventures 2004 LP⁽⁴⁾
Series A-1 Perferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	62,360	⁽¹⁾	I	By: Union Square Principals 2004, a Delaware Multiple Series LLC⁽⁵⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,950	⁽¹⁾	I	By: Union Square Ventures Opportunity Fund LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,724,220	⁽¹⁾	I	By: Union Square Ventures 2004 LP⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	54,265	⁽¹⁾	I	By: Union Square Principals 2004, a Delaware Multiple Series LLC⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	38,110	⁽¹⁾	I	By: Union Square Ventures Opportunity Fund LP⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,356,325	⁽¹⁾	I	By: Union Square Ventures 2004 LP⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	86,780	⁽¹⁾	I	By: Union Square Principals 2004, a Delaware Multiple Series LLC⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	29,380	⁽¹⁾	I	By: Union Square Ventures Opportunity Fund LP⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,034,550	⁽¹⁾	I	By: Union Square Ventures 2004 LP⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	60,450	⁽¹⁾	I	By: Union Square Principals 2004, a Delaware Multiple Series LLC⁽⁵⁾
Series F Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	690,131	⁽²⁾	I	By: Union Square Ventures Opportunity Fund LP⁽³⁾

Explanation of Responses:

1. Each share of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converts into five shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering. The Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock have no expiration date.

2. Each share of Series F Preferred Stock automatically converts into 0.5 shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering. The Series F Preferred Stock has no expiration date.

3. Union Square Ventures Opportunity Fund LP ("Opportunity") is the holder of these shares. Union Square Opportunity Fund GP, L.L.C. ("Opportunity GP") is the general partner of Opportunity and, as such, has the power to vote and dispose of the shares held by Opportunity. The Reporting Person is a manager of Opportunity GP and, as such, may be deemed to share voting and dispositive power over the shares held by Opportunity. The Reporting Person disclaims beneficial ownership of the shares owned by Opportunity except to the extent of his pecuniary interest therein.

4. Union Square Ventures 2004 LP ("USV 2004") is the holder of these shares. Union Square GP 2004, L.L.C. ("USGP") is the general partner of USV 2004 and, as such, has the power to vote and dispose of the shares held by USV 2004. The Reporting Person is a managing member of USGP and, as such, may be deemed to share voting and dispositive power over the shares held by USV 2004. The Reporting Person disclaims beneficial ownership of the shares owned by USV 2004 except to the extent of his pecuniary interest therein.

5. Union Square Principals 2004, a Delaware Multiple Series LLC ("Principals") is the holder of these shares. USGP is the general partner of Principals and, as such, has the power to vote and dispose of the shares held by Principals. The Reporting Person is a managing member of USGP and, as such, may be deemed to share voting and dispositive power over the shares held by Principals. The Reporting Person disclaims beneficial ownership of the shares owned by Principals except to the extent of his pecuniary interest therein.

	/s/ Cara Schembri, as Attorney-In-Fact for Frederick R. Wilson	04/15/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.