Sec Form 3 Filing - Mullane Karen M @ ETSY INC - 2017-04-03

FORM 3 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 Mullane Karen M 2. Issuer Name and Ticker or Trading Symbol ETSY INC [ ETSY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CFO (Last) (First) (Middle) C/O ETSY, INC., 117 ADAMS STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2017 (Street) BROOLYN, NY11201 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 3,088 D

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 Restricted Stock Units ( 1 ) $ 0 ( 2 ) ( 3 ) Common Stock 16,006 D Restricted Stock Units ( 1 ) $ 0 ( 2 ) ( 4 ) Common Stock 8,525 D Employee stock option (right to buy) $ 8.26 ( 5 ) 02/18/2024 Common Stock 100,000 D Employee stock option (right to buy) $ 17 ( 6 ) 01/29/2025 Common Stock 40,000 D Employee stock option (right to buy) $ 8.36 ( 7 ) 02/28/2026 Common Stock 41,961 D Employee stock option (right to buy) $ 10.23 ( 8 ) 03/14/2027 Common Stock 22,092 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mullane Karen M C/O ETSY, INC. 117 ADAMS STREET BROOLYN, NY11201 Interim CFO Signatures /s/ Cara Schembri, as Attorney-In-Fact for Karen M Mullane 04/11/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person has irrevocably elected to satisfy all withholding tax due upon the delivery of shares by authorizing Etsy, Inc. to withhold a sufficient amount of shares to satisfy such tax obligation. ( 2 )Units correspond 1-for-1 with common stock. ( 3 )The restricted stock units vest in 16 equal quarterly installments, beginning on July 1, 2016, provided the reporting person remains continuously employed on each vesting date. ( 4 )The restricted stock units vest in 16 equal quarterly installments, beginning on July 1, 2017, provided the reporting person remains continuously employed on each vesting date. ( 5 )25% of the stock option became exercisable on February 19, 2015, with the remainder exercisable in 36 equal monthly installments thereafter, provided the reporting person remains continuously employed on each vesting date. ( 6 )25% of the stock option became exercisable on January 30, 2016, with the remainder exercisable in 36 equal monthly installments thereafter. ( 7 )The stock options will become exercisable in 48 equal monthly installments beginning on April 1, 2016, provided the reporting person remains continuously employed on each vesting date. ( 8 )The stock options will become exercisable in 48 equal monthly installments beginning on April 15, 2017, provided the reporting person remains continuously employed on each vesting date.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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