Scott Ryan M. Form 4 ETSY / RYAN M. SCOTT ownership change

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^*

SCOTT RYAN M.

(Last) (First) (Middle)

C/O ETSY, INC.

117 ADAMS STREET

(Street)

BROOKLYN NY 11201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ETSY INC [ ETSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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(1)	10/01/2022		M		8,523	A	$0.00	8,523	D
Common Stock	10/01/2022		F(2)		4,353	D	$100.13	4,170	D
Common Stock	10/03/2022		M(3)		6,146	A	$41.65	10,316	D
Common Stock	10/03/2022		S(3)		6,146	D	$104	4,170	D
Common Stock	10/04/2022		S(3)		568	D	$107.87(4)	3,602	D
Common Stock	10/04/2022		S(3)		1,663	D	$109.06(5)	1,939	D
Common Stock	10/04/2022		S(3)		702	D	$110.04(6)	1,237	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	(7)	10/01/2022		M			3,601	(8)	(8)	Common Stock	3,601	$0.00	10,805	D
Restricted Stock Units	(7)	10/01/2022		M			1,148	(9)	(9)	Common Stock	1,148	$0.00	5,742	D
Restricted Stock Units	(7)	10/01/2022		M			3,774	(10)	(10)	Common Stock	3,774	$0.00	26,422	D
Employee Stock Option (Right to Buy)	$41.65	10/03/2022		M(3)			6,146	(11)	03/15/2030	Common Stock	6,146	$0.00	18,439	D

Explanation of Responses:

1. Shares of common stock acquired upon the vesting of restricted stock units.

2. This transaction reported represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of the restricted stock units.

3. This exercise and subsequent sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 8, 2020, as amended March 18, 2021.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.52 to $108.43, 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 $108.56 to $109.52, 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 $109.58 to $110.32, 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.

7. Represents restricted stock units which correspond 1-for-1 with common stock.

8. The restricted stock units vest in 8 equal semi-annual installments, beginning on October 1, 2020, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.

9. The restricted stock units vest in 8 equal semi-annual installments, beginning on October 1, 2021, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.

10. The restricted stock units vest in 8 equal semi-annual installments, beginning on October 1, 2022, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.

11. The stock options are exercisable in 8 equal semi-annual installments, beginning on October 1, 2020, provided the Reporting Person remains continuously employed on each vesting date.

Remarks:

	/s/ Brittany Keen, as Attorney-in-Fact for Ryan Scott	10/04/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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