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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ETSY INC [ ETSY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/05/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/05/2021 | M | 5,209 | A | $14.31 | 13,826(1) | D | |||
Common Stock | 11/05/2021 | M | 5,288 | A | $69.89 | 19,114 | D | |||
Common Stock | 11/05/2021 | M | 9,220 | A | $41.65 | 28,334 | D | |||
Common Stock | 11/05/2021 | M | 1,632 | A | $223.23 | 29,966 | D | |||
Common Stock | 11/05/2021 | S | 2,415 | D | $257.45(2) | 27,551 | D | |||
Common Stock | 11/05/2021 | S | 3,739 | D | $258.34(3) | 23,812 | D | |||
Common Stock | 11/05/2021 | S | 3,408 | D | $259.86(4) | 20,404 | D | |||
Common Stock | 11/05/2021 | S | 904 | D | $260.67(5) | 19,500 | D | |||
Common Stock | 11/05/2021 | S | 9,949 | D | $261.98(6) | 9,551 | D | |||
Common Stock | 11/05/2021 | S | 655 | D | $263.34(7) | 8,896 | D | |||
Common Stock | 11/05/2021 | S | 279 | D | $264.04(8) | 8,617 | D | |||
Common Stock | 11/05/2021 | S | 692 | D | $257.41(9) | 6,941 | I | By Trust(10) | ||
Common Stock | 11/05/2021 | S | 300 | D | $258.24(11) | 6,641 | I | By Trust(10) | ||
Common Stock | 11/05/2021 | S | 1,200 | D | $259.82(12) | 5,441 | I | By Trust(10) | ||
Common Stock | 11/05/2021 | S | 700 | D | $260.78(13) | 4,741 | I | By Trust(10) | ||
Common Stock | 11/05/2021 | S | 4,233 | D | $261.96(14) | 508 | I | By Trust(10) | ||
Common Stock | 11/05/2021 | S | 400 | D | $263.21(15) | 108 | I | By Trust(10) | ||
Common Stock | 11/05/2021 | S | 108 | D | $264.99 | 0 | I | By Trust(10) | ||
Common Stock | 08/09/2021 | J(16) | 11,221 | A | $0.00 | 11,221 | I | By GRAT(16) | ||
Common Stock | 11/05/2021 | S | 1,461 | D | $257.78(17) | 9,760 | I | By GRAT(16) | ||
Common Stock | 11/05/2021 | S | 500 | D | $258.98(18) | 9,260 | I | By GRAT(16) | ||
Common Stock | 11/05/2021 | S | 2,200 | D | $260.01(19) | 7,060 | I | By GRAT(16) | ||
Common Stock | 11/05/2021 | S | 410 | D | $260.95(20) | 6,650 | I | By GRAT(16) | ||
Common Stock | 11/05/2021 | S | 5,650 | D | $261.98(5) | 1,000 | I | By GRAT(16) | ||
Common Stock | 11/05/2021 | S | 800 | D | $263.17(21) | 200 | I | By GRAT(16) | ||
Common Stock | 11/05/2021 | S | 200 | D | $264.1(22) | 0 | I | By GRAT(16) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $14.31 | 11/05/2021 | M | 5,209 | (23) | 07/31/2027 | Common Stock | 5,209 | $0.00 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $69.89 | 11/05/2021 | M | 5,288 | (24) | 03/14/2029 | Common Stock | 5,288 | $0.00 | 15,863 | D | ||||
Employee Stock Option (Right to Buy) | $41.65 | 11/05/2021 | M | 9,220 | (25) | 03/15/2030 | Common Stock | 9,220 | $0.00 | 46,097 | D | ||||
Employee Stock Option (Right to Buy) | $223.23 | 11/05/2021 | M | 1,632 | (26) | 03/14/2031 | Common Stock | 1,632 | $0.00 | 11,428 | D |
Explanation of Responses: |
1. Does not include 11,221 shares contributed by the Reporting Person to a grantor retained annuity trust ("GRAT") on August 9, 2021. See footnote 16. |
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.90 to $257.88, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $257.90 to $258.70, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $259.35 to $260.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.43 to $261.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $261.61 to $262.575, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $262.93 to $263.92, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $264.03 to $264.11, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.89 to $257.85, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
10. These shares are held by The Michael T. Fisher 2020 Irrevocable Trust (the "Trust") for the benefit of the Reporting Person's spouse. The Reporting Person's spouse is the trustee of the Trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $258.00 to $258.44, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $259.35 to $260.30, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.39 to $261.38, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $261.43 to $261.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $262.95 to $263.51, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
16. These shares, which were previously reported as held directly, were contributed by the Reporting Person to the GRAT on August 9, 2021. The Reporting Person is the sole trustee of the GRAT. |
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $257.38 to $258.30, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $258.44 to $259.40, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $259.50 to $260.49, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.52 to $261.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $262.92 to $263.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $264.06 to $264.13, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
23. The shares underlying the option exercised in this transaction were fully vested and exercisable. The shares underlying the option continued to vest and become exercisable ratably on a monthly basis on the first day of each month through August 1, 2021, subject to the Reporting Person's continued service with the Issuer through such date. |
24. The shares underlying the option exercised in this transaction were fully vested and exercisable. The stock option vests in 8 equal semi-annual installments, beginning on October 1, 2019, provided the Reporting Person remains continuously employed on each vesting date. |
25. The shares underlying the option exercised in this transaction were fully vested and exercisable. The stock option vests in 8 equal semi-annual installments, beginning on October 1, 2020, provided the Reporting Person remains continuously employed on each vesting date. |
26. The shares underlying the option exercised in this transaction were fully vested and exercisable. The stock option vests in 8 equal semi-annual installments, beginning on October 1, 2021, provided the Reporting Person remains continuously employed on each vesting date. |
Remarks: |
/s/ Brittany Keen, as Attorney-In-Fact for Michael T. Fisher | 11/09/2021 | |
** 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). | ||
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. |