SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

UNION SQUARE VENTURES 2004 LP

(Last)

(First)

(Middle)

915 BROADWAY, 19TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2015

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

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

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

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

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

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

**Table I - Non-Derivative Securities Beneficially Owned**
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	685,616	I	By: Union Square Ventures Opportunity Fund LP

**Table II - Derivative Securities Beneficially Owned**
**(e.g., puts, calls, warrants, options, convertible securities)**
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,130,485	⁽¹⁾	D
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	62,360	⁽¹⁾	I	By: Union Square Principals 2004, a Delaware Multiple Series LLC
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,950	⁽¹⁾	I	By: Union Square Ventures Opportunity Fund LP
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,724,220	⁽¹⁾	D
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	54,265	⁽¹⁾	I	By: Union Square Principals 2004, a Delaware Multiple Series LLC
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	38,110	⁽¹⁾	I	By: Union Square Ventures Opportunity Fund LP
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,356,325	⁽¹⁾	D
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	86,780	⁽¹⁾	I	By: Union Square Principals 2004, a Delaware Multiple Series LLC
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	29,380	⁽¹⁾	I	By: Union Square Ventures Opportunity Fund LP
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,034,550	⁽¹⁾	D
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	60,450	⁽¹⁾	I	By: Union Square Principals 2004, a Delaware Multiple Series LLC
Series F Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	690,131	⁽²⁾	I	By: Union Square Ventures Opportunity Fund LP

1. Name and Address of Reporting Person^*

UNION SQUARE VENTURES 2004 LP

(Last)

(First)

(Middle)

915 BROADWAY, 19TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Union Square Principals 2004, a Delaware Multiple Series LLC

(Last)

(First)

(Middle)

915 BROADWAY, 19TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Union Square Ventures Opportunity Fund LP

(Last)

(First)

(Middle)

915 BROADWAY, 19TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converts into five shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering. The Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock have no expiration date.

2. Each share of Series F Preferred Stock automatically converts into 0.5 shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering. The Series F Preferred Stock has no expiration date.

	/s/ Frederick R Wilson, as a managing member of Union Square GP 2004, L.L.C., the general partner of Union Square Ventures 2004 LP	04/15/2015
	/s/ Frederick R. Wilson, as a managing member of Union Square GP 2004, L.L.C., the general partner of Union Square Principals 2004, a Delaware Multiple Series LLC	04/15/2015
	/s/ Frederick R. Wilson, as a managing member of Union Square Opportunity Fund GP, L.L.C., the general partner of Union Square Ventures Opportunity Fund LP	04/15/2015
	** 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 5 (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.

3: Initial statement of beneficial ownership of securities

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES