S-8

As filed with the Securities and Exchange Commission on February 28, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Etsy, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	20-4898921
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

117 Adams Street

Brooklyn, New York 11201

(718) 880-3660

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

2015 Equity Incentive Plan

(Full title of plan)

Jill Simeone, Esq.

General Counsel and Secretary

Etsy, Inc.

117 Adams Street

Brooklyn, New York 11201

(718) 880-3660

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Yvan-Claude Pierre

Nicole Brookshire

Cooley LLP

1114 Avenue of the Americas

New York, New York 10036

(212) 479-6000

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨(Do not check if a smaller reporting company)	Smaller reporting company¨
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.001 par value per share		2,395,434 (2)	$55.22 (3)	$132,275,865	$16,032
(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the 2015 Equity Incentive Plan (the “Plan”) as a result of any stock dividend, stock split, recapitalization, or other similar transaction.
(2)	Represents shares of the Registrant’s common stock added to the Plan, effective as of January 2, 2019, pursuant to the evergreen increase provision of the Plan.
(3)	Estimated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s common stock as quoted on the Nasdaq Global Select Market on February 22, 2019.

REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Etsy, Inc. (“Etsy”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 2,395,434 additional shares of its common stock under the Plan, pursuant to the provisions of the Plan providing for an automatic increase in the number of shares reserved and available for issuance under the Plan on January 2, 2019. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Etsy hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

(a) the contents of the Etsy’s Registration Statements on Form S-8, filed with the Commission on April 15, 2015 (File No. 333-203438), on March 1, 2016 (File No. 333-209851), on March 1, 2017 (File No. 333-216371), and on March 1, 2018 (File No. 333-223330);

(b)    Etsy’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on February 28, 2019;

(c) all other reports filed by Etsy pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2018; and

(d) the description of Etsy’s common stock contained in Etsy’s Registration Statement on Form 8-A (File No. 001-36911) filed with the Commission on April 8, 2015, including any amendments or reports filed for the purpose of updating such description.

All other reports and documents filed by Etsy pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold are deemed incorporated by reference into this Registration Statement and a part of this Registration Statement from the date of filing of these documents, except for documents or information deemed furnished and not filed in accordance with the rules of the Commission. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 28th day of February, 2019.

ETSY, INC.

By /s/ Jill Simeone            

Name: Jill Simeone

Title: General Counsel and Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Rachel Glaser and Jill Simeone, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
	President, Chief Executive Officer, and Director (Principal Executive Officer)
/s/ Josh Silverman		February 28, 2019
Josh Silverman
	Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Rachel Glaser		February 28, 2019
Rachel Glaser
/s/ Fred Wilson	Chair	February 28, 2019
Fred Wilson
/s/ Gary Briggs	Director	February 28, 2019
Gary Briggs
/s/ M. Michele Burns	Director	February 28, 2019
M. Michele Burns
/s/ Edith Cooper	Director	February 28, 2019
Edith Cooper
/s/ Jonathan D. Klein	Director	February 28, 2019
Jonathan D. Klein
/s/ Melissa Reiff	Director	February 28, 2019
Melissa Reiff
/s/ Margaret Smyth	Director	February 28, 2019
Margaret Smyth

Item 8. Exhibits.

		Incorporated by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date	Filed   Herewith
4.1	Amended and Restated Certificate of Incorporation	8-K	001-36911	3.1	4/21/2015
4.2	Amended and Restated Bylaws	8-K	001-36911	3.2	4/21/2015
5.1	Opinion of Cooley LLP					X
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.					X
23.2	Consent of Cooley, LLP (contained in Exhibit 5.1)					X
24.1	Power of Attorney (contained in the signature page hereto)					X
99.1	2015 Equity Incentive Plan	S-1/A	333-202497	10.3	4/14/2015
99.2	Forms of agreements under 2015 Equity Incentive Plan	10-K	001-36911	10.3.1	2/28/2019

EX-5.1

Exhibit 5.1

February 28, 2019

Etsy, Inc.

117 Adams Street

Brooklyn, New York 11201

Re:     Registration on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Etsy, Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 2,395,434 shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”), pursuant to the Company’s 2015 Equity Incentive Plan (the “Plan”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the Plan and (d) the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to independently verify such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Company’s 2015 Equity Incentive Plan, and the Registration Statement and related prospectus, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

Etsy, Inc.

February 28, 2019

Page Two

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

COOLEY LLP

By: /s/ Nicole Brookshire        

Nicole Brookshire

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Etsy, Inc. of our report dated February 28, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Etsy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 28, 2019