0001181431-15-005858.txt : 20150415 0001181431-15-005858.hdr.sgml : 20150415 20150415215207 ACCESSION NUMBER: 0001181431-15-005858 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150415 FILED AS OF DATE: 20150415 DATE AS OF CHANGE: 20150415 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Growth Fund Investors 2012 L.L.C. CENTRAL INDEX KEY: 0001531135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36911 FILM NUMBER: 15773095 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Growth Fund II Strategic Partners L.P. CENTRAL INDEX KEY: 0001527382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36911 FILM NUMBER: 15773096 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Growth Fund II L.P. CENTRAL INDEX KEY: 0001522762 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36911 FILM NUMBER: 15773097 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel London Investors 2008 L.P. CENTRAL INDEX KEY: 0001494999 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36911 FILM NUMBER: 15773098 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel London II L.P. CENTRAL INDEX KEY: 0001376778 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36911 FILM NUMBER: 15773099 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Investors 2008 L.L.C. CENTRAL INDEX KEY: 0001494980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36911 FILM NUMBER: 15773100 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel X LP CENTRAL INDEX KEY: 0001419457 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36911 FILM NUMBER: 15773102 BUSINESS ADDRESS: STREET 1: 428 University Ave CITY: Palo Alto STATE: ca ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 428 University Ave CITY: Palo Alto STATE: ca ZIP: 94301 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: ACCEL X STRATEGIC PARTNERS LP CENTRAL INDEX KEY: 0001430231 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36911 FILM NUMBER: 15773101 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650 614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 3 1 rrd424331.xml SERIES A-1 (PART 2) X0206 3 2015-04-15 0 0001370637 ETSY INC ETSY 0001419457 Accel X LP C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO CA 94301 0 0 1 0 0001430231 ACCEL X STRATEGIC PARTNERS LP C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO CA 94301 0 0 1 0 0001494980 Accel Investors 2008 L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO CA 94301 0 0 1 0 0001376778 Accel London II L.P. C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO CA 94301 0 0 1 0 0001494999 Accel London Investors 2008 L.P. C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO CA 94301 0 0 1 0 0001522762 Accel Growth Fund II L.P. C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO CA 94301 0 0 1 0 0001527382 Accel Growth Fund II Strategic Partners L.P. C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO CA 94301 0 0 1 0 0001531135 Accel Growth Fund Investors 2012 L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO CA 94301 0 0 1 0 Series A-1 Preferred Stock Common Stock 157350 D 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 A-1 Preferred Stock Common Stock 42035 I By Accel London II L.P. Series A-1 Preferred Stock Common Stock 1420 I By Accel London Investors 2008 L.P. Each share of Series A-1 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 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. 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. Accel London II Associates L.L.C. (ALA) is the general partner of Accel London Investors 2008 L.P. (AL2008) and Accel London II Associates L.P., which is the general partner of Accel London II L.P. (AL) and has sole voting and investment power with regard to the shares held directly by AL2008 and AL. Jonathan Biggs, Kevin Comolli, Bruce Golden and Hendrik Nelis are the managers of ALA and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by AL and AL2008. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his 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. The securities are held directly by Accel X LP. This report is the same as the Form 3 filed by Accel X LP of identical date and together comprise a single Form 3. Combined the reports report the holdings for the following reporting persons: Accel X LP, Accel X Strategic Partners LP, Accel Investors 2008 L.L.C., Accel London II L.P., Accel London Investors 2008 L.P., Accel Growth Fund II L.P., Accel Growth Fund II Strategic Partners L.P. and Accel Growth Fund Investors 2012 L.L.C. /s/ Tracy L. Sedlock as Attorney-In-Fact for Accel X LP 2015-04-15 Tracy L. Sedlock as Attorney-In-Fact for Accel X Strategic Partners LP 2015-04-15 Tracy L. Sedlock as Attorney-In-Fact for Accel Investors 2008 L.L.C. 2015-04-15 Tracy L. Sedlock as Attorney-In-Fact for Accel London II L.P. 2015-04-15 Tracy L. Sedlock as Attorney-In-Fact for Accel London Investors 2008 L.P. 2015-04-15 Tracy L. Sedlock as Attorney-In-Fact for Accel Growth Fund II L.P. 2015-04-15 Tracy L. Sedlock as Attorney-In-Fact for Accel Growth Fund II Strategic Partners L.P. 2015-04-15 Tracy L. Sedlock as Attorney-In-Fact for Accel Growth Fund Investors 2012 L.L.C. 2015-04-15 EX-24. 2 rrd382219_432821.htm POWER OF ATTORNEY rrd382219_432821.html 
POWER OF ATTORNEY
Effective as of the date hereof, each of Accel London II L.P. and Accel London Investors 2008 L.P. both Delaware limited partnerships, with their principal place of business at 428 University Avenue, Palo Alto, CA 94301, USA and acting by their manager, Accel London Management Limited (each an "Accel London Entity" and together the "Accel London Entities") hereby constitutes and appoints each of Tracy L. Sedlock and Richard H. Zamboldi as its true and lawful attorney-in-fact and agent (each an "Attorney-in-Fact"), in its name, place and stead to make, execute and perform all matters, documents and things pertaining to the Accel London Entities in connection with the initial public offering of shares (the "IPO") of Etsy, Inc., a company organized and existing under the law of the State of Delaware, USA (the "Company") hereby ratifying and confirming all that each Attorney-in-Fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and power granted herein.
Without limiting the generality of the foregoing, each Attorney-in-Fact shall have the power and authority:
1.	to make, sign, acknowledge, verify and file on behalf of the Accel London Entities any lock up agreement, selling stockholder questionnaire, stockholder consent, stock custody agreement, irrevocable election to sell, power of attorney, underwriting agreement, information statement, stock power, certificate and such other documents, undertakings or reports as may be required by law or by the Company or otherwise in connection with the IPO or related matters thereto.
2.	to prepare, execute and file on behalf of the Accel London Entities any and all reports, notices, communications and other documents (including , but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that the Accel London Entities may be required to file with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 as amended (together with the implementing regulations thereto) and the Securities Act of 1934, as amended (together with the implementing regulations thereto) with respect to the ownership of, or transactions in the securities of the Company by the Accel London Entities.
3.	To take any other action of any type whatsoever in connection with the foregoing, which in the opinion of the Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by the Accel London Entities in connection with the IPO of the Company.
This Power of Attorney shall remain in full force and effect with respect to each Accel London Entity from the date hereof until revoked by each Accel London Entity in a signed writing delivered to each Attorney-in-Fact.

Date: March 30, 2015
Accel London II L.P.
By: Accel London Management Limited
Its Manager

/s/ Barry McClay
Barry McClay, Director

Accel London Investors 2008 L.P.
By: Accel London Management Limited
Its Manager

/s/ Barry McClay
Barry McClay, Director