0001181431-15-005853.txt : 20150415 0001181431-15-005853.hdr.sgml : 20150415 20150415214236 ACCESSION NUMBER: 0001181431-15-005853 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150415 FILED AS OF DATE: 20150415 DATE AS OF CHANGE: 20150415 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ETSY INC CENTRAL INDEX KEY: 0001370637 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 55 WASHINGTON STREET STREET 2: SUITE 512 CITY: BROOKLYN STATE: NY ZIP: 11201 BUSINESS PHONE: 718-855-7956 MAIL ADDRESS: STREET 1: 55 WASHINGTON STREET STREET 2: SUITE 512 CITY: BROOKLYN STATE: NY ZIP: 11201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BREYER JAMES CENTRAL INDEX KEY: 0001194696 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36911 FILM NUMBER: 15773081 MAIL ADDRESS: STREET 1: ACCEL PARTNERS STREET 2: 428 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 3 1 rrd424334.xml COMMON, SERIES A-1 THROUGH SERIES E (PART 1) X0206 3 2015-04-15 0 0001370637 ETSY INC ETSY 0001194696 BREYER JAMES C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO CA 94301 1 0 0 0 Common Stock 666635 I By James W. Breyer, Trustee of The James W. Breyer 2011 Annuity Trust 3, dated March 10, 2011 Common Stock 297786 I By Breyer Capital L.L.C. Common Stock 4343977 I By Accel X LP Common Stock 375462 I By Accel X Strategic Partners LP Common Stock 456902 I By Accel Investors 2008 L.L.C. Common Stock 1524053 I By Accel Growth Fund II L.P. Common Stock 110414 I By Accel Growth Fund II Strategic Partners L.P. Common Stock 148397 I By Accel Growth Fund Investors 2012 L.L.C. Series A-1 Preferred Stock Common Stock 25000 I By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005 Series A-1 Preferred Stock Common Stock 2380 I By Breyer Capital L.L.C. Series A-1 Preferred Stock Common Stock 157350 I By Accel X LP Series A-1 Preferred Stock Common Stock 13600 I By Accel X Strategic Partners LP Series A-1 Preferred Stock Common Stock 16550 I By Accel Investors 2008 L.L.C. Series A-1 Preferred Stock Common Stock 13230 I By Accel Growth Fund II L.P. Series A-1 Preferred Stock Common Stock 960 I By Accel Growth Fund II Strategic Partners L.P. Series A-1 Preferred Stock Common Stock 1290 I By Accel Growth Fund Investors 2012 L.L.C. Series B Preferred Stock Common Stock 15245 I By Breyer Capital L.L.C. Series B Preferred Stock Common Stock 84740 I By Accel Growth Fund II L.P. Series B Preferred Stock Common Stock 6145 I By Accel Growth Fund II Strategic Partners L.P. Series B Preferred Stock Common Stock 8260 I By Accel Growth Fund Investors 2012 L.L.C. Series C Preferred Stock Common Stock 11750 I By Breyer Capital L.L.C. Series C Preferred Stock Common Stock 65325 I By Accel Growth Fund II L.P. Series C Preferred Stock Common Stock 4740 I By Accel Growth Fund II Strategic Partners L.P. Series C Preferred Stock Common Stock 6370 I By Accel Growth Fund Investors 2012 L.L.C. Series D-1 Preferred Stock Common Stock 404300 I By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005 Series D-1 Preferred Stock Common Stock 2544655 I By Accel X LP Series D-1 Preferred Stock Common Stock 219940 I By Accel X Strategic Partners LP Series D-1 Preferred Stock Common Stock 267645 I By Accel Investors 2008 L.L.C. Series D Preferred Stock Common Stock 712750 I By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005 Series D Preferred Stock Common Stock 500150 I By James W. Breyer, Trustee of The James W. Breyer 2011 Annuity Trust 3 dated March 10, 2011 Series D Preferred Stock Common Stock 7633975 I By Accel X LP Series D Preferred Stock Common Stock 659815 I By Accel X Strategic Partners LP Series D Preferred Stock Common Stock 802940 I By Accel Investors 2008 L.L.C. Series E Preferred Stock Common Stock 31485 I By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005 Series E Preferred Stock Common Stock 198175 I By Accel X LP Series E Preferred Stock Common Stock 17130 I By Accel X Strategic Partners LP Series E Preferred Stock Common Stock 20845 I By Accel Investors 2008 L.L.C. Each share of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock, Series D Preferred Stock and Series E Preferred Stock is convertible into 5 shares of Common Stock of the Issuer at any time at the option of the holder and has no expiration date. Each share of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converts into 5 shares of Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Reporting Person is the manager of Breyer Capital L.L.C. and has sole voting and investment power with regard to the shares held directly by this limited liability company. Accel X Associates L.L.C. (A10A) is the general partner of Accel X LP (A10) and Accel X Strategic Partners LP (A10SP) and has sole voting and investment power over the shares held directly by the limited partnerships. Andrew G. Braccia, James W. Breyer (who is a director of the Issuer), Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock and Richard P. Wong are the managing members of A10A and Accel Investors 2008 L.L.C. (AI2008) and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by A10, A10SP and AI2008. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Accel Growth Fund II Associates L.L.C. (AGFA) is the general partner of Accel Growth Fund II L.P. (AGF) and Accel Growth Fund II Strategic Partners L.P. (AGFSP) and has sole voting and investment power with regard to the shares held directly by the limited partnerships. Andrew G. Braccia, James W. Breyer (who is a director of the Issuer), Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the managing members of AGFA and Accel Growth Fund Investors 2012 L.L.C. (AGFI2012) and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by AGF, AGFSP and AGFI2012. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. This report is the same as the Form 3 filed by James Breyer of identical date and together comprise a single Form 3. /s/ Cara Schembri, as Attorney-In-Fact for James Breyer 2015-04-15 EX-24. 2 rrd382222_432812.htm POWER OF ATTORNEY rrd382222_432812.html 
POWER OF ATTORNEY
            By signing this power of attorney, I appoint each of Jordan Breslow and Cara Schembri as my attorney-in-fact, with full power of substitution, to:
      1.	execute for and on my behalf, in my capacity as an officer and/or director of Etsy, Inc. ("Etsy"), (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 and applicable rules (each, a "Section 16 Form") and (ii) a Form ID and any other documents or forms necessary or appropriate to obtain codes and passwords enabling the undersigned to file a Section 16 Form with the United States Securities and Exchange Commission (the "SEC") (such forms, together with the Section 16 Forms, the "Forms");
      2.	take any action for and on my behalf that may be necessary or desirable to complete and execute any Forms and/or amendments to any Forms, and timely file such Forms and/or amendments with the SEC and any stock exchange or similar authority; and
      3.	take any other action related to the Forms or amendments to the Forms  that, in the opinion of the attorney-in-fact, may benefit me, be in my best interest or be legally required to be done by me.  Any documents executed by an attorney-in-fact on my behalf under this Power of Attorney will be in the form and will contain the terms and conditions that the attorney-in-fact may approve in his or her discretion.
            By signing this power of attorney, I grant to each attorney-in-fact the power and authority to take any and every action required, necessary or proper to be done in the exercise of any of the rights and powers granted in this power of attorney, as fully as I might or could if I was acting personally, with full power of substitution. I confirm all actions that an attorney-in-fact, or his or her substitute, lawfully takes or causes to be taken by virtue of this power of attorney and the rights and powers granted in this power of attorney.  I acknowledge that none of the attorneys-in-fact, in serving as my attorney-in-fact, at my request, is assuming, nor is Etsy assuming, any of my responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
            This power of attorney shall remain in full force and effect until I am no longer required to file any Forms, until the time at which I revoke it by a signed writing that I deliver to the applicable attorney-in-fact or, regarding any individual attorney-in-fact, until that attorney-in-fact is no longer an Etsy employee.

            By: /s/ James. W. Breyer
	Print Name:  James W. Breyer
	Date:  April 14, 2015