Sec Form 4/A Filing - UNION SQUARE VENTURES 2004 LP @ ETSY INC - 2015-04-21

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
UNION SQUARE VENTURES 2004 LP
2. Issuer Name and Ticker or Trading Symbol
ETSY INC [ ETSY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O UNION SQUARE VENTURES, 915 BROADWAY, 19TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/21/2015
(Street)
NEW YORK, NY10010
4. If Amendment, Date Original Filed (MM/DD/YY)
04/23/2015
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/21/2015 C 14,526,076 A 15,211,692 I See Footnote ( 3 ) ( 4 ) ( 5 )
Common Stock 04/21/2015 S 1,507,154 ( 6 ) D $ 14.96 13,704,538 I See Footnote ( 4 ) ( 5 ) ( 7 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Numb er of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
UNION SQUARE VENTURES 2004 LP
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Union Square Principals 2004, a Delaware Multiple Series LLC
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Union Square Ventures Opportunity Fund LP
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Union Square GP 2004, L.L.C.
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Union Square Opportunity GP, L.L.C.
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Burnham Brad
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Buttrick John
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Weissman Andy
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Wenger Albert
C/O UNION SQUARE VENTURES
915 BROADWAY, 19TH FLOOR
NEW YORK, NY10010
X
Signatures
/s/ Bradford Burnham, as a Managing Member of Union Square GP 2004, L.L.C., the General Partner of Union Square Ventures 2004, L.P. 05/14/2015
Signature of Reporting Person Date
/s/ Bradford Burnham, as a Managing Member of Union Square GP 2004, L.L.C. 05/14/2015
Signature of Reporting Person Date
/s/ Bradford Burnham, as a Managing Member of Union Square GP 2004, L.L.C., the Managing Member of Union Square Principals 2004, a Delaware Multiple Series LLC 05/14/2015
Signature of Reporting Person Date
/s/ John Buttrick, as a Managing Member of Union Square Opportunity GP, L.L.C., the General Partner of Union Square Ventures Opportunity Fund, L.P. 05/14/2015
Signature of Reporting Person Date
/s/ John Buttrick, as a Managing Member of Union Square Opportunity GP, L.L.C. 05/14/2015
Signature of Reporting Person Date
/s/ Bradford Burnham 05/14/2015
Signature of Reporting Person Date
/s/ Andy Weissman 05/14/2015
Signature of Reporting Person Date
/s/ Albert Wenger 05/14/2015
Signature of Reporting Person Date
/s/ John Buttrick 05/14/2015
Signature of Reporting Person Date
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 converted 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 converted 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.
( 3 )Consists of (i) 13,245,580 shares owned by Union Square Ventures 2004, L.P. ("USV 2004"); (ii) 263,855 shares owned by Union Square Principals 2004, L.L.C. ("Principals"); (iii) 1,449,187 shares owned by Union Square Ventures Opportunity Fund, L.P. ("Opportunity"); (iv) 75,300 shares owned directly by John Buttrick ("Buttrick"); and (v) 177,770 shares owned directly by Albert Wenger ("Wenger").
( 4 )Union Square GP 2004, L.L.C. ("USGP") is the general partner of each of USV 2004 and Principals and, as such, has the power to vote and dispose of the shares held by each of them. Brad Burnham ("Burnham") and Frederick Wilson ("Wilson")(a director of the Issuer) are the managing members of USGP and, as such, share voting and dispositive power over the shares held by USV 2004 and Principals. As a result of their positions as USGP, Wenger and Buttrick may also share voting and dispostive power of the shares held by each of USV 2004 and Principals. Each of USGP, Burnham, Wilson, Wenger and Buttrick disclaim beneficial ownership of the shares owned by USV 2004 and Principals except to the extent of his or its respective pecuniary interest therein. As a director of the Issuer, Wilson files Section 16 reports separately.
( 5 )Union Square Opportunity GP, L.L.C. ("Opportunity GP") is the general partner of Opportunity and, as such has the power to vote and dispose of the shares held by Opportunity. Each of Wilson, Burnham, Wenger, Buttrick and Andy Weissman ("Weissman") are managers of Opportunity GP and, as such, share voting and dispositive power of the shares held by Opportunity. Each of Opportunity GP, Wilson, Burnham, Wenger, Buttrick and Weissman disclaim beneficial ownership of the shares owned by Opportunity, except to the extent of his or its respective pecuniary interest therein. As a director of the Issuer, Wilson files Section 16 reports separately.
( 6 )The sale of these shares of Common Stock consists of (i) 1,307,154 shares sold by USV 2004, and (ii) 200,000 shares sold by Opportunity.
( 7 )Consists of (i) 11,938,426 shares owned by USV 2004; (ii) 263,855 shares owned by Principals; (iii) 1,249,187 shares owned by Opportunity; (iv) 75,300 shares owned directly by Buttrick; and (v) 177,770 shares owned directly by Wenger.

Remarks:
A Form 4 filed with the Securities and Exchange Commission on April 23, 2015 (SEC Accession No. 0001209191-15-035779) erroneously described Union Square Opportunity Fund GP, L.L.C., instead of Union Square Opportunity GP, L.L.C., as the general partner of Union Square Ventures Opportunity Fund, L.P. (and as a reporting person in that capacity). This amendment is made to correct those portions of the Form 4 that erroneously referenced such name. A prior amendment of the Form 4 was made on May 14, 2015 solely with respect to Union Square Opportunity Fund GP, L.L.C (SEC Accession No. 0001181431-15-006915) with the sole purpose of providing notice that such name had been erroneously included in the Form 4.

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.