schedule13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Etsy, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29786A106
(CUSIP Number)
August 17, 2015
(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)
x Rule 13d-1(c)
¨ 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 the disclosures provided in a prior cover page.
The information required in 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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CUSIP No. 29786A106
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1.
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Name of Reporting Persons
Burda Digital Ventures GmbH
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Germany
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
1,694,376*
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
1,694,376*
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,694,376*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9)
1.5%**
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12.
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Type of Reporting Person (See Instructions)
CO
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* Consists of shares held directly by the Reporting Person.
** This percentage is based upon 111,896,306 shares of the Issuer’s Common Stock outstanding as of July 15, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on August 6, 2015.
| CUSIP No. 29786A106 |
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1.
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Name of Reporting Persons
BDV Beteiligungen GmbH & Co. KG
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Germany
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
1,129,595*
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
1,129,595*
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,595*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9)
1.0%**
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12.
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Type of Reporting Person (See Instructions)
PN
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* Consists of shares held directly by the Reporting Person.
** This percentage is based upon 111,896,306 shares of the Issuer’s Common Stock outstanding as of July 15, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on August 6, 2015.
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CUSIP No. 29786A106
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1.
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Name of Reporting Persons
Burda Gesellschaft mit beschränkter Haftung
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Germany
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
5,647,569*
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
5,647,569*
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,647,569*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9)
5.0%**
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12.
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Type of Reporting Person (See Instructions)
CO
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* Consists of shares held as follows: 2,823,598 shares held directly by the Reporting Person; 1,694,376 shares held by Burda Digital Ventures GmbH, a wholly-owned subsidiary of the Reporting Person; and 1,129,595 shares held directly by BDV Beteiligungen GmbH & Co. KG, a limited partnership of which the Reporting Person is the general partner.
** This percentage is based upon 111,896,306 shares of the Issuer’s Common Stock outstanding as of July 15, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on August 6, 2015.
| CUSIP No. 29786A106 |
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1.
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Name of Reporting Persons
Hubert Burda Media Holding Kommanditgesellschaft
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Germany
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
5,647,569*
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
5,647,569*
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,647,569*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9)
5.0%**
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12.
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Type of Reporting Person (See Instructions)
PN
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* Consists of shares held as follows: 2,823,598 shares held by Burda Gesellschaft mit beschränkter Haftung, a direct wholly-owned subsidiary of the Reporting Person; 1,694,376 shares held by Burda Digital Ventures GmbH, an indirect wholly-owned subsidiary of the Reporting Person; and 1,129,595 shares held by BDV Beteiligungen GmbH & Co. KG, a limited partnership of which Burda Gesellschaft mit beschränkter Haftung, a wholly-owned subsidiary of the Reporting Person, is the general partner.
** This percentage is based upon 111,896,306 shares of the Issuer’s Common Stock outstanding as of July 15, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on August 6, 2015.
| CUSIP No. 29786A106 |
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1.
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Name of Reporting Persons
Prof. Dr. Hubert Burda
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Germany
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
5,647,569*
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
5,647,569*
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,647,569*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9)
5.0%**
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12.
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Type of Reporting Person (See Instructions)
IN
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* Consists of shares beneficially owned by Hubert Burda Media Holding Kommanditgesellschaft and held as follows: 2,823,598 by Burda Gesellschaft mit beschränkter Haftung; 1,694,376 by Burda Digital Ventures GmbH; and 1,129,595 by BDV Beteiligungen GmbH & Co. KG. The Reporting Person is the majority owner and a general partner of Hubert Burda Media Holding Kommanditgesellschaft, and the indirect control person of each of Burda Gesellschaft mit beschränkter Haftung, Burda Digital Ventures GmbH and BDV Beteiligungen GmbH & Co. KG.
** This percentage is based upon 111,896,306 shares of the Issuer’s Common Stock outstanding as of July 15, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on August 6, 2015.
Item 1.
(a) Name of Issuer
Etsy, Inc.
(b) Address of Issuer’s Principal Executive Offices
55 Washington Street, Suite 512
Brooklyn, NY 11201
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(a)
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Name of Person Filing
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Burda Digital Ventures GmbH
BDV Beteiligungen GmbH & Co. KG
Burda Gesellschaft mit beschränkter Haftung
Hubert Burda Media Holding Kommanditgesellschaft
Prof. Dr. Hubert Burda
(b) Address of Principal Business Office or, if none, Residence
The address for each of Burda Digital Ventures GmbH, Burda Gesellschaft mit beschränkter Haftung and Hubert Burda Media Holding Kommanditgesellschaft is Hauptstrasse 130, 77652 Offenburg, Germany.
The address for BDV Beteiligungen GmbH & Co KG -> Widenmayerstrasse 29, 80538 München, Germany.
The address for Prof. Dr. Hubert Burda is Arabellastrasse 23, 81925 München, Germany.
(c) Citizenship
All of the entities reporting on this Schedule 13G were organized in Germany. Prof. Dr. Hubert Burda is a German citizen.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
29786A106
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
Item 4. Ownership
(a) Amount beneficially owned as of August 20, 2015:
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Beneficial Owner
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Shares
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Percent of Class (1)
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Burda Digital Ventures GmbH
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1,694,376
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1.5%
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BDV Beteiligungen GmbH & Co. KG
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1,129,595
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1.0%
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Burda Gesellschaft mit beschränkter Haftung
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5,647,569 (2)
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5.0%
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Hubert Burda Media Holding Kommanditgesellschaft
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5,647,569 (2)
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5.0%
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Prof. Dr. Hubert Burda
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5,647,569 (2)
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5.0%
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(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
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Burda Digital Ventures GmbH
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1,694,376
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BDV Beteiligungen GmbH & Co. KG
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1,129,595
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Burda Gesellschaft mit beschränkter Haftung
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5,647,569 (2)
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Hubert Burda Media Holding Kommanditgesellschaft
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5,647,569 (2)
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Prof. Dr. Hubert Burda
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5,647,569 (2)
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(ii) Shared power to vote or to direct the vote
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Burda Digital Ventures GmbH
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0
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BDV Beteiligungen GmbH & Co. KG
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0
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Burda Gesellschaft mit beschränkter Haftung
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0
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Hubert Burda Media Holding Kommanditgesellschaft
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0
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Prof. Dr. Hubert Burda
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0
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(iii) Sole power to dispose or to direct the disposition of
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Burda Digital Ventures GmbH
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1,694,376
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BDV Beteiligungen GmbH & Co. KG
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1,129,595
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Burda Gesellschaft mit beschränkter Haftung
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5,647,569 (2)
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Hubert Burda Media Holding Kommanditgesellschaft
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5,647,569 (2)
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Prof. Dr. Hubert Burda
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5,647,569 (2)
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(iv) Shared power to dispose or to direct the disposition of
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Burda Digital Ventures GmbH
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0
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BDV Beteiligungen GmbH & Co. KG
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0
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Burda Gesellschaft mit beschränkter Haftung
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0
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Hubert Burda Media Holding Kommanditgesellschaft
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0
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Prof. Dr. Hubert Burda
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0
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(1) This percentage is based upon 111,896,306 shares of the Issuer’s Common Stock outstanding as of July 15, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on August 6, 2015.
(2) The shares are held as follows: 2,823,598 by Burda Gesellschaft mit beschränkter Haftung; 1,694,376 by Burda Digital Ventures GmbH; and 1,129,595 by BDV Beteiligungen GmbH & Co. KG. Burda Gesellschaft mit beschränkter Haftung is the parent corporation of Burda Digital Ventures GmbH and the general partner of BDV Beteiligungen GmbH & Co. KG. Hubert Burda Media Holding Kommanditgesellschaft is the parent company of Burda Gesellschaft mit beschränkter Haftung, and Prof. Dr. Hubert Burda is the majority owner and a general partner of Hubert Burda Media Holding Kommanditgesellschaft and the indirect control person of each of the other reporting persons.
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 ¨.
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 or Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of a Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
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.
Dated: August 20, 2015
| Burda Digital Ventures GmbH |
Hubert Burda Media Holding Kommanditgesellschaft |
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| By: |
/s/ Paul-Bernhard Kallen |
By: |
Hubert Burda Media Holding Geschäftsführungs GmbH, Offenburg its General Partner
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Name: Dr. Paul-Bernhard Kallen |
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Title: Managing Director
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By: |
/s/ Andreas Rittstieg |
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Name: Dr. Andreas Rittstieg |
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Title: Managing Director
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By: |
/s/ Paul-Bernhard Kallen |
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Name: Paul-Bernhard Kallen |
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Title: Managing Director |
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| BDV Beteiligungen GmbH & Co. KG |
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/s/ Paul-Bernhard Kallen, attorney-in-fact |
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Prof. Dr. Hubert Burda |
| By: |
Burda Gesellschaft mit beschrankter Haftung |
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its General Partner |
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| By: |
/s/ Andreas Rittstieg |
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Name: Dr. Andreas Rittstieg |
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Title: Managing Director
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| By: |
/s/ Paul-Bernhard Kallen |
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Name: Paul-Bernhard Kallen |
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Title: Managing Director |
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Burda Gesellschaft mit beschrankter Haftung
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| By: |
/s/ Andreas Rittstieg |
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Name: Dr. Andreas Rittstieg |
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Title: Managing Director
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| By: |
/s/ Paul-Bernhard Kallen |
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Name: Paul-Bernhard Kallen |
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Title: Managing Director |
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EXHIBITS
A: Joint Filing Agreement
B: Power of Attorney
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Etsy, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 20 day of August, 2015.
| Burda Digital Ventures GmbH |
Hubert Burda Media Holding Kommanditgesellschaft |
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| By: |
/s/ Paul-Bernhard Kallen |
By: |
Hubert Burda Media Holding Geschäftsführungs GmbH, Offenburg its General Partner
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Name: Dr. Paul-Bernhard Kallen |
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Title: Managing Director
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By: |
/s/ Andreas Rittstieg |
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Name: Dr. Andreas Rittstieg |
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Title: Managing Director
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By: |
/s/ Paul-Bernhard Kallen |
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Name: Paul-Bernhard Kallen |
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Title: Managing Director |
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| BDV Beteiligungen GmbH & Co. KG |
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/s/ Paul-Bernhard Kallen, attorney-in-fact |
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Prof. Dr. Hubert Burda |
| By: |
Burda Gesellschaft mit beschrankter Haftung |
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its General Partner |
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| By: |
/s/ Andreas Rittstieg |
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Name: Dr. Andreas Rittstieg |
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Title: Managing Director
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| By: |
/s/ Paul-Bernhard Kallen |
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Name: Paul-Bernhard Kallen |
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Title: Managing Director |
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Burda Gesellschaft mit beschrankter Haftung
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| By: |
/s/ Andreas Rittstieg |
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Name: Dr. Andreas Rittstieg |
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Title: Managing Director
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| By: |
/s/ Paul-Bernhard Kallen |
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Name: Paul-Bernhard Kallen |
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Title: Managing Director |
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EXHIBIT B
Power of Attorney
I, the undersigned Prof. Dr. Hubert Burda, am general partner and majority owner of the German limited partnership acting under the firm name “Hubert Burda Media Holding Kommanditgesellschaft” with business address Hauptstrasse 130, 77652 Offenburg, Germany (“HBM”). HBM is the holding company of the so called Burda Media Group controlling – directly or indirectly – i. a. the following group companies:
• Burda Gesellschaft mit beschränkter Haftung
• Burda Digital Ventures GmbH
• BDV Beteiligungen GmbH & Co. KG.
The aforesaid companies of the Burda Media Group are holding shares - and may acquire additional shares – in the listed company Etsy, Inc. (“Etsy”). I have been advised that if my beneficial ownership of Etsy common stock, including shares held by companies which are controlled by HBM, exceeds 5% of Etsy`s common stock outstanding, I will be required to submit a filing to the Securities and Exchange Commission according to Rule 13d-1(c) under the Securities Exchange Act of 1934 (the “SEC-Filing”).
Before this background, I hereby authorize and grant power of attorney to
Dr. Paul-Bernhard Kallen
business address: Arabellastrasse 23, 81925 Muenchen to
• sign the SEC-Filing in my name and on my behalf and
• make and accept all other declarations necessary or deemed appropriate in connection with the SEC-Filing and
• to grant sub power of attorney to any other member of the management board of Hubert Burda Media Holding Geschäftsführungs GmbH.
Dr. Kallen is liberated from the restrictions of section 181 German Civil Code (BGB) and, therefore, may sign the SEC-Filing also on behalf of companies of the Burda Media Group which are signatories to the SEC-Filing.
This power of attorney shall be valid and enforceable until the SEC-Filing has been duly completed.
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Muenchen, the 7th day of August 2015 |
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/s/ Prof. Dr. Hubert Burda |
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Prof. Dr. Hubert Burda |
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