SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Fisher Michael T

(Last) (First) (Middle)
C/O ETSY, INC.
117 ADAMS STREET

(Street)
BROOKLYN NY 11201

(City) (State) (Zip)
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)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/05/2021 M(1) 5,208 A $14.31 25,665 D
Common Stock 04/05/2021 M(1) 9,219 A $41.65 34,884 D
Common Stock 04/05/2021 M(1) 5,288 A $69.89 40,172 D
Common Stock 04/05/2021 S(1) 11,012 D $196.96(2) 29,160 D
Common Stock 04/05/2021 S(1) 5,441 D $197.8(3) 23,719 D
Common Stock 04/05/2021 S(1) 3,380 D $198.92(4) 20,339 D
Common Stock 04/05/2021 S(1) 2,196 D $199.9(5) 18,143 D
Common Stock 04/05/2021 S(1) 356 D $200.82(6) 17,787 D
Common Stock 04/05/2021 S(1) 1,045 D $202.46(7) 16,742 D
Common Stock 04/05/2021 S(1) 337 D $203.57(8) 16,405 D
Common Stock 04/05/2021 S(1) 564 D $206.15(9) 15,841 D
Common Stock 04/05/2021 S(1) 190 D $207.94 15,651 D
Common Stock 04/05/2021 S(1) 71 D $211.99 15,580 D
Common Stock 7,663 I By Trust(10)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Employee Stock Option (Right to Buy) $14.31 04/05/2021 M(1) 5,208 (11) 07/31/2027 Common Stock 5,208 $0.00 20,384 D
Employee Stock Option (Right to Buy) $41.65 04/05/2021 M(1) 9,219 (12) 03/15/2030 Common Stock 9,219 $0.00 55,317 D
Employee Stock Option (Right to Buy) $69.89 04/05/2021 M(1) 5,288 (13) 03/14/2029 Common Stock 5,288 $0.00 21,151 D
Explanation of Responses:
1. These exercises and subsequent sales were made pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on May 8, 2020, as amended on August 7, 2020.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.38 to $197.36, 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.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.42 to $198.41, 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.42 to $199.32, 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.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.47 to $200.43, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.66 to $201.00, 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.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.05 to $203.03, 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.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.24 to $203.93, 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.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.85 to $206.35, 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.
10. These shares are held by The Michael T. Fisher 2020 Irrevocable Trust (the "Trust") for the benefit of the Reporting Person's spouse. The Reporting Person's spouse is the trustee of the Trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
11. The shares underlying the option exercised in this transaction were fully vested and exercisable. The remainder of the shares underlying the option shall continue to vest and become exercisable ratably on a monthly basis on the first day of each month through August 1, 2021, subject to the Reporting Person's continued service with the Issuer through each such date.
12. The stock options will become exercisable in 8 equal semi-annual installments, beginning on October 1, 2020, provided the Reporting Person remains continuously employed on each vesting date.
13. The shares underlying the stock option vest in 8 equal semi-annual installments, beginning on October 1, 2019, provided the Reporting Person remains continuously employed on each vesting date.
Remarks:
/s/ Brittany Keen, as Attorney-In-Fact for Michael T. Fisher 04/07/2021
** Signature of Reporting Person 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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