Sec Form 4 Filing - UNION SQUARE VENTURES 2004 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 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) 11/06/2015 (Street) NEW YORK, NY10010 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 4,483,817 ( 1 ) D $ 0 8,967,651 D ( 2 ) ( 3 ) ( 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

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 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 Buttrick John 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. 11/10/2015 Signature of Reporting Person Date /s/ Bradford Burnham, as a Managing Member of Union Square GP 2004, L.L.C. 11/10/2015 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 11/10/2015 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. 11/10/2015 Signature of Reporting Person Date /s/ John Buttrick, as a Managing Member of Union Square Opportunity GP, L.L.C. 11/10/2015 Signature of Reporting Person Date /s/ Bradford Burnham 11/10/2015 Signature of Reporting Person Date /s/ Andy Weissman 11/10/2015 Signature of Reporting Person Date /s/ Albert Wenger 11/10/2015 Signature of Reporting Person Date /s/ John Buttrick 11/10/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the distribution of Common Stock consisting of (i) 3,979,474 shares by Union Square Ventures 2004, L.P. ("USV 2004"); (ii) 87,950 shares by Union Square Principals 2004, L.L.C. ("Principals"); and (iii) 416,393 shares by Union Square Ventures Opportunity Fund, L.P. ("Opportunity"), to their respective general and limited partners or members without consideration. As a result of such distributions, Union Square GP 2004, L.L.C. ("USGP"), the general partner of USV 2004 and the managing member of Principals, received 808,579 shares, which it subsequently distributed to its members, and Union Square Opportunity GP L.L.C. ("Opportunity GP"), the general partner of Opportunity, received 84,283 shares, which it subsequently distributed to its members. ( 2 )Consists of (i) 7,958,952 shares owned by USV 2004; (ii) 175,905 shares owned by Principals; and (iii) 832,794 shares owned by Opportunity. ( 3 )USGP is the general partner of USV 2004 and the managing member of Principals and, as such, has the sole power to vote and dispose of the shares owned 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, may be deemed to share voting and dispositive power over the shares owned by USV 2004 and Principals. As a result of their positions at USGP, Wenger and Buttrick may also be deemed to share voting and dispostive power of the shares owned by each of USV 2004 and Principals. Each of USGP, Burnham, Wilson, Wenger and Buttrick disclaims 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. ( 4 )Opportunity GP is the general partner of Opportunity and, as such has the sole power to vote and dispose of the shares owned by Opportunity. Each of Wilson, Burnham, Wenger, Buttrick and Andy Weissman ("Weissman") are managing members of Opportunity GP and, as such, may be deemed to share voting and dispositive power of the shares owned by Opportunity. Each of Opportunity GP, Wilson, Burnham, Wenger, Buttrick and Weissman disclaims 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.

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