Sec Form 4 Filing - WILSON FREDERICK R @ ETSY INC - 2015-04-21

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 WILSON FREDERICK R 2. Issuer Name and Ticker or Trading Symbol ETSY INC [ ETSY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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) 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 04/21/2015 C 14,273,006 A 14,958,622 I See Footnote ( 3 ) ( 4 ) ( 5 ) Common Stock 04/21/2015 S 1,507,154 ( 6 ) D $ 14.96 13,451,468 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 Amoun t or Number of Shares Series A-1 Preferred Stock ( 1 ) 04/21/2015 C 626,097 ( 1 ) ( 1 ) Common Stock 3,130,485 ( 1 ) 0 I By: Union Square Ventures 2004, L.P. Series A-1 Preferred Stock ( 1 ) 04/21/2015 C 12,472 ( 1 ) ( 1 ) Common Stock 62,360 ( 1 ) 0 I By: Union Square Principals 2004, L.L.C. Series A-1 Preferred Stock ( 1 ) 04/21/2015 C 1,190 ( 1 ) ( 1 ) Common Stock 5,950 ( 1 ) 0 I By: Union Square Ventures Opportunity Fund, L.P. Series B Preferred Stock ( 1 ) 04/21/2015 C 544,844 ( 1 ) ( 1 ) Common Stock 2,724,220 ( 1 ) 0 I By: Union Square Ventures 2004, L.P. Series B Preferred Stock ( 1 ) 04/21/2015 C 10,853 ( 1 ) ( 1 ) Common Stock 54,265 ( 1 ) 0 I By: Union Square Principals 2004, L.L.C. Series B Preferred Stock ( 1 ) 04/21/2015 C 7,622 ( 1 ) ( 1 ) Common Stock 38,110 ( 1 ) 0 I By: Union Square Ventures Opportunity Fund, L.P. Series C Preferred Stock ( 1 ) 04/21/2015 C 871,265 ( 1 ) ( 1 ) Common Stock 4,356,325 ( 1 ) 0 I By: Union Square Ventures 2004, L.P. Series C Preferred Stock ( 1 ) 04/21/2015 C 17,356 ( 1 ) ( 1 ) Common Stock 86,780 ( 1 ) 0 I By: Union Square Principals 2004, L.L.C. Series C Preferred Stock ( 1 ) 04/21/2015 C 5,876 ( 1 ) ( 1 ) Common Stock 29,380 ( 1 ) 0 I By: Union Square Ventures Opportunity Fund, L.P. Series D Preferred Stock ( 1 ) 04/21/2015 C 606,910 ( 1 ) ( 1 ) Common Stock 3,034,550 ( 1 ) 0 I By: Union Square Ventures 2004, L.P. Series D Preferred Stock ( 1 ) 04/21/2015 C 12,090 ( 1 ) ( 1 ) Common Stock 60,450 ( 1 ) 0 I By: Union Square Principals 2004, L.L.C. Series F Preferred Stock ( 2 ) 04/21/2015 C 1,380,262 ( 2 ) ( 2 ) Common Stock 690,131 ( 2 ) 0 I By: Union Square Ventures Opportunity Fund, L.P.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILSON FREDERICK R C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY10010 X X Signatures /s/Darren DeStefano, Attorney-in-Fact 04/23/2015 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"); and (iii) 1,449,187 shares owned by Union Square Ventures Opportunity Fund, L.P. ("Opportunity"). ( 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. The Reporting Person is a managing member of USGP and, as such, may be deemed to share voting and dispositive power over the shares held by USV 2004. The Reporting Person disclaims beneficial ownership of the shares owned by USV 2004, except to the extent of his pecuniary interest therein. ( 5 )Union Square Opportunity Fund 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. The Reporting Person is a manager of Opportunity GP and, as such, may be deemed to share voting and dispositive power over the shares held by Opportunity. The Reporting Person disclaims beneficial ownership of the shares owned by Opportunity, except to the extent of his pecuniary interest therein. ( 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; and (iii) 1,249,187 shares owned by Opportunity.

Remarks: Exhibit List - Exhibit 24 - Power of Attorney

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