0001209191-23-014677.txt : 20230302 0001209191-23-014677.hdr.sgml : 20230302 20230302162846 ACCESSION NUMBER: 0001209191-23-014677 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230228 FILED AS OF DATE: 20230302 DATE AS OF CHANGE: 20230302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silverman Josh CENTRAL INDEX KEY: 0001525358 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36911 FILM NUMBER: 23699426 MAIL ADDRESS: STREET 1: 117 ADAMS STREET CITY: BROOKLYN STATE: NY ZIP: 11201 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: 117 ADAMS STREET CITY: BROOKLYN STATE: NY ZIP: 11201 BUSINESS PHONE: (718) 880-3660 MAIL ADDRESS: STREET 1: 117 ADAMS STREET CITY: BROOKLYN STATE: NY ZIP: 11201 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-02-28 0 0001370637 ETSY INC ETSY 0001525358 Silverman Josh C/O ETSY INC. 117 ADAMS STREET BROOKLYN NY 11201 1 1 0 0 President & CEO Common Stock 2023-03-01 4 M 0 20850 10.62 A 128155 D Common Stock 2023-03-01 4 S 0 4608 116.87 D 123547 D Common Stock 2023-03-01 4 S 0 9387 117.78 D 114160 D Common Stock 2023-03-01 4 S 0 5714 118.56 D 108446 D Common Stock 2023-03-01 4 S 0 1081 119.61 D 107365 D Common Stock 2023-03-01 4 S 0 60 120.53 D 107305 D Common Stock 4942 I By GST Trust Common Stock 16886 I By Non-GST Trust Common Stock 42269 I By Irrevocable Trust Performance Stock Unit 2023-02-28 4 A 0 7290 0.00 A Common Stock 7290 7290 D Employee Stock Option (Right to Buy) 10.62 2023-03-01 4 M 0 20850 0.00 D 2027-05-03 Common Stock 20850 2025950 D This exercise and subsequent sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2022, as amended on November 14, 2022. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.36 to $117.34, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.36 to $118.33, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.37 to $119.32, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.39 to $120.305, 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. These shares are held by the JGS 2018 Irrevocable GST Trust (the "GST Trust"). The Reporting Person's spouse is the trustee of the GST 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. These shares are held by the JGS 2018 Irrevocable Non-GST Trust (the "Non-GST Trust"). The Reporting Person's spouse is the trustee of the Non-GST 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. The Reporting Person has irrevocably elected to satisfy all withholding tax due upon the delivery of shares by authorizing Etsy, Inc. to withhold a sufficient amount of shares to satisfy such tax obligation. Units correspond 1-for-1 with common stock. Represents the number of shares earned under a performance-based restricted stock unit award (the "PSU") based on the Issuer's satisfaction of certain performance criteria of the award. In light of the performance-based vesting conditions of the award, such shares were not reportable under Section 16 until performance conditions were certified by the Compensation Committee as achieved (which occurred on February 28, 2023). The earned shares will vest as to 1/3 of the earned shares on each of April 1, 2023, 2024 and 2025 and have no expiration date. In addition, the PSUs being reported herein represent one-third of the total number of shares subject to the performance award. The remaining shares subject to the performance award will vest only upon the satisfaction of additional performance vesting criteria. Each PSU represents the contingent right to receive one share of common stock of the Issuer. These stock options are part of a grant that vested as to 25% on May 4, 2018 with the remainder vesting in 36 equal monthly installments subject to continued service on each vesting date. /s/ Brittany Keen, as Attorney-in-Fact for Josh Silverman 2023-03-02