Sec Form 4 Filing - WILSON FREDERICK R @ ETSY INC - 2016-05-06

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 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 _____ 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) 05/06/2016 (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 05/06/2016 J( 1 ) 3,979,478 D $ 0 0 I By Union Square Ventures 2004, L.P. ( 2 ) Common Stock 05/06/2016 J( 3 ) 808,580 A $ 0 808,580 I By Union Square GP 2004, L.L.C. ( 2 ) Common Stock 05/06/2016 J( 4 ) 778,450 D $ 0 30,130 I By Union Square GP 2004, L.L.C. ( 2 ) Common Stock 05/06/2016 S 6,226 D $ 8.2804 ( 5 ) 23,904 I By Union Square GP 2004, L.L.C. ( 2 ) Common Stock 05/06/2016 J( 6 ) 350,173 A $ 0 350,173 I By FJW Partners, LLC ( 7 ) Common Stock 05/06/2016 J( 1 ) 87,953 D $ 0 0 I By Union Square Principals, L.L.C. ( 2 ) Common Stock 05/06/2016 J( 3 ) 21,988 A $ 0 579,623 D Common Stock 05/09/2016 J( 8 ) 350,173 D $ 0 0 I By FJW Partners, LLC ( 7 ) Common Stock 05/09/2016 J( 9 ) 242,439 A $ 0 822,062 D Common Stock 05/09/2016 J( 10 ) 105,052 A $ 0 324,635 I By Trust ( 10 ) Common Stock 05/09/2016 S 23,904 D $ 8.1891 ( 11 ) 0 I By Union Square GP 2004, L.L.C. ( 2 )

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 WILSON FREDERICK R C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY10010 X Signatures /s/Frederick R. Wilson 05/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the pro rata distribution of 3,979,478 shares by Union Square Ventures 2004, L.P. ("USV 2004") and 87,953 shares by Union Square Principals 2004, a Delaware Multiple Series LLC ("Principals") to their respective general and limited partners or members without consideration. ( 2 )Union Square GP 2004, L.L.C. ("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. The Reporting Person is one of two 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. The Reporting Person disclaims beneficial ownership of the shares owned by USV 2004 and Principals, except to the extent of his pecuniary interest therein. ( 3 )Shares received pursuant to the pro rata distributions described in footnote (1) of this Form 4. ( 4 )Reflects the pro rata distribution of 778,450 shares by USGP to its members without consideration. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.09 to $8.40, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 6 )Shares received pursuant to the pro rata distributions described in footnote (4) of this Form 4. ( 7 )Each of the Reporting Person and Joanne Wilson is a managing member of FJW Partners, LLC ("FJW Partners") and, as such, may be deemed to share voting and dispositive power over the shares owned by FJW Partners. The Reporting Person disclaims beneficial ownership of the shares owned by FJW Partners, except to the extent of his pecuniary interest therein. ( 8 )Reflects the pro rata distribution of 350,173 shares by FJW Partners to its members without consideration. ( 9 )Shares received pursuant to the pro rata distributions described in footnote (8) of this Form 4. ( 10 )Shares received pursuant to the pro rata distributions described in footnote (8) of this Form 4. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. ( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.78 to $8.30, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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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