Sec Form 4 Filing - Accel X LP @ ETSY INC - 2015-04-21

Insider filing report for Changes in Beneficial Ownership
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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
Accel X 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 ACCEL PARTNERS, 428 UNIVERSITY AVE
3. Date of Earliest Transaction (MM/DD/YY)
04/21/2015
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
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 157,350 A 14,878,132 D ( 2 ) ( 5 )
Common Stock 04/21/2015 S 1,499,043 D $ 14.96 13,379,089 D ( 2 ) ( 5 )
Common Stock 04/21/2015 C 13,600 A 1,285,947 I By Accel X Strategic Partners LP ( 2 )
Common Stock 04/21/2015 S 129,565 D $ 14.96 1,156,382 I By Accel X Strategic Partners LP ( 2 )
Common Stock 04/21/2015 C 16,550 A 1,564,882 I By Accel Investors 2008 L.L.C. ( 2 )
Common Stock 04/21/2015 S 157,670 D $ 14.96 1,407,212 I By Accel Investors 2008 L.L.C. ( 2 )
Common Stock 04/21/2015 C 13,230 A 3,221,330 I By Accel Growth Fund II L.P. ( 3 )
Common Stock 04/21/2015 S 324,565 D $ 14.96 2,896,765 I By Accel Growth Fund II L.P. ( 3 )
Common Stock 04/21/2015 C 960 A 233,328 I By Accel Growth Fund II Strategic Partners L.P. ( 3 )
Common Stock 04/21/2015 S 23,509 D $ 14.96 209,819 I By Accel Growth Fund II Strategic Partners L.P. ( 3 )
Common Stock 04/21/2015 C 1,290 A 313,606 I By Accel Growth Fund Investors 2012 L.L.C. ( 3 )
Common Stock 04/21/2015 S 31,598 D $ 14.96 282,008 I By Accel Growth Fund Investors 2012 L.L.C. ( 3 )
Common Stock 04/21/2015 C 42,035 A 4,831,949 I By Accel London II L.P. ( 4 )
Common Stock 04/21/2015 S 486,843 D $ 14.96 4,345,106 I By Accel London II L.P. ( 4 )
Common Stock 04/21/2015 C 1,420 A 163,222 I By Accel London Investors 2008 L.P. ( 4 )
Common Stock 04/21/2015 S 16,445 D $ 14.96 146,777 I By Accel London Investors 2008 L.P. ( 4 )
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
Series A-1 Preferred Stock ( 1 ) 04/21/2015 C 31,470 ( 1 ) ( 1 ) Common Stock 157,350 ( 1 ) 0 D ( 2 ) ( 5 )
Series A-1 Preferred Stock ( 1 ) 04/21/2015 C 2,720 ( 1 ) ( 1 ) Common Stock 13,600 ( 1 ) 0 I By Accel X Strategic Partners LP ( 2 )
Series A-1 Preferred Stock ( 1 ) 04/21/2015 C 3,310 ( 1 ) ( 1 ) Common Stock 16,550 ( 1 ) 0 I By Accel Investors 2008 L.L.C. ( 2 )
Series A-1 Preferred Stock ( 1 ) 04/21/2015 C 2,646 ( 1 ) ( 1 ) Common Stock 13,230 ( 1 ) 0 I By Accel Growth Fund II L.P. ( 3 )
Series A-1 Preferred Stock ( 1 ) 04/21/2015 C 192 ( 1 ) ( 1 ) Common Stock 960 ( 1 ) 0 I By Accel Growth Fund II Strategic Partners L.P. ( 3 )
Series A-1 Preferred Stock ( 1 ) 04/21/2015 C 258 ( 1 ) ( 1 ) Common Stock 1,290 ( 1 ) 0 I By Accel Growth Fund Investors 2012 L.L.C. ( 3 )
Series A-1 Preferred Stock ( 1 ) 04/21/2015 C 8,407 ( 1 ) ( 1 ) Common Stock 42,035 ( 1 ) 0 I By Accel London II L.P. ( 4 )
Series A-1 Preferred Stock ( 1 ) 04/21/2015 C 284 ( 1 ) ( 1 ) Common Stock 1,420 ( 1 ) 0 I By Accel London Investors 2008 L.P. ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Accel X LP
C/O ACCEL PARTNERS
428 UNIVERSITY AVE
PALO ALTO, CA94301
X
ACCEL X STRATEGIC PARTNERS LP
C/O ACCEL PARTNERS
428 UNIVERSITY AVE
PALO ALTO, CA94301
X
Accel Investors 2008 L.L.C.
C/O ACCEL PARTNERS
428 UNIVERSITY AVE
PALO ALTO, CA94301
X
Accel London II L.P.
C/O ACCEL PARTNERS
428 UNIVERSITY AVE
PALO ALTO, CA94301
X
Accel London Investors 2008 L.P.
C/O ACCEL PARTNERS
428 UNIVERSITY AVE
PALO ALTO, CA94301
X
Accel Growth Fund II L.P.
C/O ACCEL PARTNERS
428 UNIVERSITY AVE
PALO ALTO, CA94301
X
Accel Growth Fund II Strategic Partners L.P.
C/O ACCEL PARTNERS
428 UNIVERSITY AVE
PALO ALTO, CA94301
X
Accel Growth Fund Investors 2012 L.L.C.
C/O ACCEL PARTNERS
428 UNIVERSITY AVE
PALO ALTO, CA94301
X
Signatures
/s/ Tracy L. Sedlock as Attorney-In-Fact for Accel X LP 04/23/2015
Signature of Reporting Person Date
Tracy L. Sedlock as Attorney-In-Fact for Accel X Strategic Partners LP 04/23/2015
Signature of Reporting Person Date
Tracy L. Sedlock as Attorney-In-Fact for Accel Investors 2008 L.L.C. 04/23/2015
Signature of Reporting Person Date
Tracy L. Sedlock as Attorney-In-Fact for Accel London II L.P. 04/23/2015
Signature of Reporting Person Date
Tracy L. Sedlock as Attorney-In-Fact for Accel London Investors 2008 L.P. 04/23/2015
Signature of Reporting Person Date
Tracy L. Sedlock as Attorney-In-Fact for Accel Growth Fund II L.P. 04/23/2015
Signature of Reporting Person Date
Tracy L. Sedlock as Attorney-In-Fact for A ccel Growth Fund II Strategic Partners L.P. 04/23/2015
Signature of Reporting Person Date
Tracy L. Sedlock as Attorney-In-Fact for Accel Growth Fund Investors 2012 L.L.C. 04/23/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A-1 Preferred Stock automatically converted into 5 shares of Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock.
( 2 )Accel X Associates L.L.C. (A10A) is the general partner of Accel X LP (A10) and Accel X Strategic Partners LP (A10SP) and has sole voting and investment power over the shares held directly by the limited partnerships. Andrew G. Braccia, James W. Breyer (who is a director of the Issuer), Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock and Richard P. Wong are the managing members of A10A and Accel Investors 2008 L.L.C. (AI2008) and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by A10, A10SP and AI2008. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. 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 )Accel Growth Fund II Associates L.L.C. (AGFA) is the general partner of Accel Growth Fund II L.P. (AGF) and Accel Growth Fund II Strategic Partners L.P. (AGFSP) and has sole voting and investment power with regard to the shares held directly by the limited partnerships. Andrew G. Braccia, James W. Breyer (who is a director of the Issuer), Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the managing members of AGFA and Accel Growth Fund Investors 2012 L.L.C. (AGFI2012) and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by AGF, AGFSP and AGFI2012. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. 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 London II Associates L.L.C. (ALA) is the general partner of Accel London Investors 2008 L.P. (AL2008) and Accel London II Associates L.P., which is the general partner of Accel London II L.P. (AL) and has sole voting and investment power with regard to the shares held directly by AL2008 and AL. Jonathan Biggs, Kevin Comolli, Bruce Golden and Hendrik Nelis are the managers of ALA and, therefore, may be deemed to share voting and investment power with regard to the shares held directly by AL and AL2008. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. 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 securities are held directly by Accel X LP.

Remarks:
This report is the same as the Form 4 filed by Accel X LP of identical date and together comprise a single Form 4. Combined the reports report the transactions for the following reporting persons: Accel X LP, Accel X Strategic Partners LP, Accel Investors 2008 L.L.C., Accel London II L.P., Accel London Investors 2008 L.P., Accel Growth Fund II L.P., Accel Growth Fund II Strategic Partners L.P. and Accel Growth Fund Investors 2012 L.L.C.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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