Sec Form 4 Filing - BREYER JAMES @ ETSY INC - 2016-04-11

FORM 4 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

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1. Name and Address of Reporting Person BREYER JAMES 2. Issuer Name and Ticker or Trading Symbol ETSY INC [ ETSY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ACCEL PARTNERS, 428 UNIVERSITY AVE 3. Date of Earliest Transaction (MM/DD/YY) 04/11/2016 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 04/11/2016 J( 1 ) 4,459,702 D $ 0 ( 1 ) 0 I By Accel X L.P. ( 2 ) Common Stock 04/11/2016 J( 1 ) 385,466 D $ 0 ( 1 ) 0 I By Accel X Strategic Partners L.P. ( 2 ) Common Stock 04/11/2016 J( 1 ) 469,078 D $ 0 ( 1 ) 0 I By Accel Investors 2008 L.L.C. ( 3 ) Common Stock 04/11/2016 J( 1 ) 965,593 D $ 0 ( 1 ) 0 I By Accel Growth Fund II L.P. ( 4 ) Common Stock 04/11/2016 J( 1 ) 69,943 D $ 0 ( 1 ) 0 I By Accel Growth Fund II Strategic Partners L.P. ( 4 ) Common Stock 04/11/2016 J( 1 ) 94,006 D $ 0 ( 1 ) 0 I By Accel Growth Fund Investors 2012 L.L.C. ( 5 ) Common Stock 04/11/2016 J( 6 ) 177,080 A $ 0 ( 6 ) 1,460,134 I By James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005 ( 6 ) Common Stock 1,020,936 I By trusts for the benefit of James W. Breyer's children ( 7 ) Common Stock 527,811 I By Breyer Capital L.L.C. ( 8 )

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 Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BREYER JAMES C/O ACCEL PARTNERS, 428 UNIVERSITY AVE PALO ALTO, CA94301 X Signatures /s/ JAMES BREYER 04/13/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents pro rata distributions, and not a purchase or sale of securities, by Accel X L.P. ("A10"), Accel X Strategic Partners L.P. ("A10SP"), Accel Investors 2008 L.L.C. ("AI2008"), Accel Growth Fund II L.P. ("AGF"), Accel Growth Fund II Strategic Partners L.P. ("AGFSP"), Accel Growth Fund Investors 2012 L.L.C. ("AGFI2012"), Accel London II L.P. ("ALIIP"), and Accel London Investors 2008 L.P. ("ALI2008") to their respective general and limited partners or members without consideration. Distribution transactions were executed pursuant to a plan established in compliance with the requirements of Rule 10b5-1. ( 2 )Accel X Associates L.L.C. ("A10A") is the General Partner of A10 and A10SP and has the sole voting and investment power over the shares held directly by A10 and A10SP. The Reporting Person, Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock and Richard P. Wong are the managing members of A10A and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by A10 and A10SP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein, if any. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 3 )The Reporting Person, Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock and Richard P. Wong are the managing members of AI2008 and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by AI2008. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein, if any. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 4 )Accel Growth Fund II Associates L.L.C. ("AGFA") is the General Partner of AGF and AGFSP and has the sole voting and investment power over the shares held directly by AGF and AGFSP. The Reporting Person, Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the managing members of AGFA and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by AGF and AGFSP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein, if any. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 5 )The Reporting Person, Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the managing members of AGFI2012 and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by AGFI2012. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein, if any. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 6 )The James W. Breyer 2005 Trust, dated March 25, 2005, received these shares as a partner or member, as applicable, of AI2008, AGFI2012, ALI2008, AGFA, ALIIP and A10A pursuant to the pro rata distributions described in footnote (1) of this Form 4. The Reporting Person is the trustee of The James W. Breyer 2005 Trust, dated March 25, 2005, and may, therefore, be deemed to beneficially own the shares held by the trust. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. ( 7 )An immediate family member of the Reporting Person acts as trustee for these trusts. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. ( 8 )The Reporting Person is the manager of Breyer Capital L.L.C. and may, therefore, be deemed to beneficially own the shares held by such company. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

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).

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