SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Daniel Nicholas

(Last)

(First)

(Middle)

C/O ETSY, INC.

117 ADAMS STREET

(Street)

BROOKLYN

11201

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	04/01/2023		M		8,289	A	$0.00	11,598	D
Common Stock	04/01/2023		F⁽²⁾		2,894	D	$111.33	8,704	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	04/01/2023		M			506	⁽⁴⁾	⁽⁴⁾	Common Stock	506	$0.00	0	D
Restricted Stock Units	⁽³⁾	04/01/2023		M			540	⁽⁵⁾	⁽⁵⁾	Common Stock	540	$0.00	1,081	D
Restricted Stock Units	⁽³⁾	04/01/2023		M			117	⁽⁶⁾	⁽⁶⁾	Common Stock	117	$0.00	469	D
Restricted Stock Units	⁽³⁾	04/01/2023		M			1,573	⁽⁷⁾	⁽⁷⁾	Common Stock	1,573	$0.00	9,436	D
Restricted Stock Units	⁽³⁾	04/01/2023		M			4,055	⁽⁸⁾	⁽⁸⁾	Common Stock	4,055	$0.00	28,389⁽⁹⁾	D
Performance Stock Units	⁽¹⁰⁾	04/01/2023		M			1,498	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,498	$0.00	2,996⁽¹²⁾	D

Explanation of Responses:

1. Shares of common stock acquired upon the vesting of the restricted stock units and performance-based restricted stock units.

2. 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.

3. Represents restricted stock units which correspond 1-for-1 with common stock.

4. The restricted stock units vested in full on April 1, 2023.

5. The restricted stock units vest in 4 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.

6. The restricted stock units vest in 6 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.

7. 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.

8. The restricted stock units vest in 8 equal semi-annual installments beginning on April 1, 2023, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.

9. The number of restricted stock units has been adjusted to correct for an overstatement (by 2 units) of the number of restricted stock units acquired on a Form 4 filed on August 3, 2022.

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

11. 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.

12. On March 2, 2023, the Reporting Person filed a Form 4 which inadvertently reported 1,762 restricted stock units earned under a performance-based restricted stock unit award based on the Issuer's satisfaction of certain performance criteria, instead of 4,494 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.

Remarks:

	/s/ Brittany Keen, as Attorney-in-Fact for Nicholas Daniel	04/04/2023
	** 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 4 (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).
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