SEC Form 4
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)
| 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) 02/26/2016 | ||||||||||||||||||||||||||
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 | 02/26/2016 | J(1) | 3,979,474 | D | $0.00 | 3,979,478 | I | By Union Square Ventures 2004, L.P.(2) | ||
Common Stock | 02/26/2016 | J(3) | 363,732 | A | $0.00 | 363,732 | I | By FJW Partners, LLC(4) | ||
Common Stock | 02/26/2016 | J(1) | 87,952 | D | $0.00 | 87,953 | I | By Union Square Principals 2004, a Delaware Multiple Series LLC(2) | ||
Common Stock | 02/26/2016 | J(5) | 21,988 | A | $0.00 | 305,809 | D | |||
Common Stock | 02/26/2016 | S | 208,197 | D | $7.6784(6) | 624,597 | I | By Union Square Ventures Opportunity Fund, L.P.(7) | ||
Common Stock | 02/29/2016 | J(8) | 363,732 | D | $0.00 | 0 | I | By FJW Partners, LLC(4) | ||
Common Stock | 02/29/2016 | J(9) | 251,826 | A | $0.00 | 557,635 | D | |||
Common Stock | 02/29/2016 | J(10) | 109,119 | A | $0.00 | 219,583 | I | By Trust(10) |
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 |
Explanation of Responses: |
1. Reflects the distribution of 3,979,474 shares by Union Square Ventures 2004, L.P. ("USV 2004") and 87,952 shares by Union Square Principals 2004, a Delaware Multiple Series LLC ("Principals") to their respective general and limited partners or members without consideration. As a result of the distribution by USV 2004, Union Square GP 2004, L.L.C. ("USGP"), the general partner of USV 2004, received 808,579 shares, which it subsequently distributed to its members including the Reporting Person. |
2. USGP is the general partner of USV 2004 and the managing member of Principals and, as such, has the sole power to vote and dispose of the shares owned by each of them. Each of the Reporting Person and Brad Burnham is a managing member of USGP and, as such, may be deemed to share voting and dispositive power over the shares owned by USV 2004 and Principals. The Reporting Person disclaims beneficial ownership of the shares owned by USV 2004 and Principals, except to the extent of his pecuniary interest therein. |
3. FJW Partners, LLC ("FJW Partners") received these shares pursuant to the pro rata distributions described in footnote (1) of this Form 4. |
4. Each of the Reporting Person and Joanne Wilson is a managing member of FJW Partners and, as such, may be deemed to share voting and dispositive power over the shares owned by FJW Partners. The Reporting Person disclaims beneficial ownership of the shares owned by FJW Partners, except to the extent of his pecuniary interest therein. |
5. The Reporting Person received these shares pursuant to the pro rata distributions described in footnote (1) of this Form 4. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.53 to $7.98, 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 ranges set forth in this footnote. |
7. Union Square Opportunity GP, L.L.C. ("Opportunity GP") is the general partner of Union Square Ventures Opportunity Fund, L.P. ("Opportunity") and, as such, has the sole power to vote and dispose of the shares owned by Opportunity. Each of the Reporting Person, Brad Burnham, John Buttrick, Andy Weissman and Albert Wenger is a managing member of Opportunity GP and, as such, may be deemed to share voting and dispositive power over the shares owned by Opportunity. The Reporting Person disclaims beneficial ownership of the shares owned by Opportunity, except to the extent of his pecuniary interest therein. |
8. Reflects the distribution of 363,732 shares by FJW Partners to its members without consideration. |
9. The Reporting Person received these shares pursuant to the pro rata distributions described in footnote (8) of this Form 4. |
10. The trust received these shares pursuant to the pro rata distributions described in footnote (8) of this Form 4. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
Remarks: |
/s/Frederick R. Wilson | 03/01/2016 | |
** 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. |