Sec Form 4 Filing - Accel X LP @ ETSY INC - 2015-11-06

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) 11/06/2015 (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 11/06/2015 J( 1 ) 4,459,692 D $ 0 8,919,397 D ( 2 ) ( 3 ) Common Stock 11/06/2015 J( 1 ) 385,456 D $ 0 770,926 I ( 3 ) ( 4 ) By Accel X Strategic Partners L.P. Common Stock 11/06/2015 J( 1 ) 469,065 D $ 0 938,147 I ( 3 ) ( 5 ) By Accel Investors 2008 L.L.C. Common Stock 11/06/2015 J( 1 ) 965,585 D $ 0 1,931,180 I ( 3 ) ( 6 ) By Accel Growth Fund II L.P. Common Stock 11/06/2015 J( 1 ) 69,938 D $ 0 139,881 I ( 3 ) ( 7 ) By Accel Growth Fund II Strategic Partners L.P. Common Stock 11/06/2015 J( 1 ) 94,001 D $ 0 188,007 I ( 3 ) ( 8 ) By Accel Growth Fund Investors 2012 L.L.C. Common Stock 11/06/2015 J( 1 ) 1,448,362 D $ 0 2,896,744 I ( 3 ) ( 9 ) By Accel London II L.P. Common Stock 11/06/2015 J( 1 ) 48,919 D $ 0 97,858 I ( 3 ) ( 10 ) By Accel London Investors 2008 L.P.

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 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 L.P. 11/10/2015 Signature of Reporting Person Date Tracy L. Sedlock as Attorney-in-Fact for Accel X Strategic Partners L.P. 11/10/2015 Signature of Reporting Person Date Tracy L. Sedlock as Attorney-in-Fact for Accel Investors 2008 L.L.C. 11/10/2015 Signature of Reporting Person Date Tracy L. Sedlock as Attorney-in-Fact for Accel London II L.P. 11/10/2015 Signature of Reporting Person Date Tracy L. Sedlock as Attorney-in-Fact for Accel London Investors 2008 L.P. 11/10/2015 Signature of Reporting Person Date Tracy L. Sedlock as Attorney-in-Fact for Accel Growth Fund II L.P. 11/10/2015 Signature of Reporting Person Date Tracy L. Sedlock as Attorney-in-Fact for Accel Growth Fund II Strategic Partners L.P. 11/10/2015 Signature of Reporting Person Date Tracy L. Sedlock as Attorney-in-Fact for Accel Growth Fund Investors 2012 L.L.C. 11/10/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, by Accel X L.P., Accel X Strategic Partners L.P., Accel Investors 2008 L.L.C., Accel Growth Fund II L.P., Accel Growth Fund II Strategic Partners L.P., Accel Growth Fund Investors 2012 L.L.C., Accel London II L.P. and Accel London Investors 2008 L.P., 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 Accel X L.P. ("A10") and has the sole voting and investment power. Andrew G. Braccia, James W. Breyer, 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 share such powers. ( 3 )Each Managing Member or Manager disclaims beneficial ownership except to the extent of his or her pecuniary interest therein. ( 4 )A10A is the General Partner of Accel X Strategic Partners L.P. ("A10SP") and has the sole voting and investment power. Andrew G. Braccia, James W. Breyer, 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 share such powers. ( 5 )Andrew G. Braccia, James W. Breyer, 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 Accel Investors 2008 L.L.C. and therefore share the voting and investment powers. ( 6 )Accel Growth Fund II Associates L.L.C. ("AGFA") is the General Partner of Accel Growth Fund II L.P. ("AGF") and has the sole voting and investment power. Andrew G. Braccia, James W. Breyer, 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 share such powers. ( 7 )AGFA is the General Partner of Accel Growth Fund II Strategic Partners L.P. ("AGFSP") and has the sole voting and investment power. Andrew G. Braccia, James W. Breyer, 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 share such powers. ( 8 )Andrew G. Braccia, James W. Breyer, 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 Accel Growth Fund Investors 2012 L.L.C. and therefore share the voting and investment powers. ( 9 )Accel London II Associates L.L.C. ("ALA L.L.C.") is the General Partner of Accel London II Associates L.P., which is the general partner of Accel London II L.P. ALA L.L.C. has the sole voting and investment power. Jonathan Biggs, Kevin Comolli, Bruce Golden and Hendrik Nelis are the managers of ALA L.L.C. and share such powers. ( 10 )ALA L.L.C. is the General Partner of Accel London Investors 2008 L.P. and has the sole voting and investment power. Jonathan Biggs, Kevin Comolli, Bruce Golden and Hendrik Nelis are the managers of ALA L.L.C. and share such powers.

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