Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
COMMISSION
Washington, D.C. 20549
______________
SCHEDULE 13G
(Amendment No. )*
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Etsy Incorporated
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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29786A106
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(CUSIP Number)
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December 31, 2015
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☑
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 29786A106
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13G
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Page 2 of 14 Pages
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1
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NAMES OF REPORTING PERSONS
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||
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
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Index Ventures Growth I (Jersey) L.P.
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☑
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Jersey, Channel Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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7,251,140
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||||
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6
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SHARED VOTING POWER
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| < div style="text-align: left">0 |
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|||
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7
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SOLE DISPOSITIVE POWER
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7,251,140
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8
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SHARED DISPOSITIVE POWER
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0
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,251,140
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.47%
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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||||
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CUSIP No. 29786A106
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13G
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Page 3 of 14 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P.
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☑
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Jersey, Channel Islands
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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253,006
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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253,006
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8
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SHARED DISPOSITIVE POWER
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0
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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253,006
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.23%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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||||
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CUSIP No. 29786A106
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13G
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Page 4 of 14 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Yucca (Jersey) SLP
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☑
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|||||
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(b)☐
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Jersey, Channel Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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37,730
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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37,730
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8
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SHARED DISPOSITIVE POWER
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0
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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37,730
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.03%
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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|||
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||||
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CUSIP No. 29786A106
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13G
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Page 5 of 14 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
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Index Venture Growth Associates I Limited
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☑
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|||||
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(b)☐
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|||
|
3
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SEC USE ONLY
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Jersey, Channel Islands
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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||||
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6
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SHARED VOTING POWER
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7,541,876
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|||
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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7,541,876
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,541,876
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
|
☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.73%
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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||||
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CUSIP No. 29786A106
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13G
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Page 6 of 14 Pages
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Item 1(a).
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Name of Issuer:
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Etsy Incorporated
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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55 Washington Street, Suite 512
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| Brooklyn, NY 11201 | ||
| (718) 855-7955 | ||
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Item 2(a).
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Name of Persons Filing:
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(i)
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Index Ventures Growth I (Jersey) L.P. | |
| (ii) | Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P. | |
| (iii) | Yucca (Jersey) SLP | |
| (vi) | Index Venture Growth Associates I Limited | |
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Item 2(b).
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Address of Principal Business Office:
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(i)
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No. 1 Seaton Place, St. Helier, JE4 8YJ | |
| (ii) | No. 1 Seaton Place, St. Helier, JE4 8YJ | |
| (iii) | 44 Esplanade, St. Helier JE4 9WG | |
| (iv) | No. 1 Seaton Place, St. Helier, JE4 8YJ | |
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Item 2(c).
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Citizenship:
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(i)
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Jersey, Channel Islands | |
| (ii) | Jersey, Channel Islands | |
| (iii) | Jersey, Channel Islands | |
| (iv) | Jersey, Channel Islands | |
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Item 2(d).
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Title of Class of Securities:
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Common stock, par value $0.0001 per share
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Item 2(e).
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CUSIP Number:
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29786A106
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CUSIP No. 29786A106
|
13G
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Page 7 of 14 Pages
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Item 3.
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If this statement is filed pursuant to Sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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[ ]
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Broker or dealer registered under Section 15 of the Act;
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[ ]
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Bank as defined in Section 3(a)(6) of the Act;
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[ ]
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Insurance company as defined in Section 3(a)(19) of the Act;
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[ ]
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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[ ]
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An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
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[ ]
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An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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[ ]
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A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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| [ ] | A non-U.S. institution in accordance with Section 240.240.13d-1(b)(1)(ii)(J); | ||
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[ ]
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
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| If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________ | |||
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CUSIP No. 29786A106
|
13G
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Page 8 of 14 Pages
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Item 4.
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Ownership. |
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The information requested hereinafter is set forth in items 5 through 9 and 11 of the cover pages to this Schedule 13G. Ownership is stated as of 31 December 2015 and the ownership percentages are based on 112,101,830 shares of Esty Inc. common stock outstanding as of 31 December 2015.
Index Ventures Growth I (Jersey) L.P. ("Index Ventures I") is the owner of record of 7,251,140 ordinary shares and Index Ventures Growth I Parallel Entrepreneur Fund (Jersey) L.P. ("Index Ventures I Parallel" and together with Index Ventures I, the "Index I Funds") is the owner of record of 253,006 ordinary shares. As the managing general partner of the Index I Funds, Index Venture Growth Associates I Limited ("Index I Limited") may be deemed to have shared dispositive power and shared voting power over the shares owned by the Index I Funds.
Yucca (Jersey) SLP ("Yucca") is the owner of record of 37,730 ordinary shares. Yucca administers the co-investment vehicle that is contractually required to mirror the Index I Funds' investment. As a result, Index I Limited may be deemed to have shared dispositive and shared voting power over Yucca's shares by virtue of its shared dispositive power over and shared voting power over the shares owned by the funds.
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CUSIP No. 29786A106
|
13G
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Page 9 of 14 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 2.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certifications.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 29786A106
|
13G
|
Page 10 of 14 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Date: 11/2/2016 | |||
| INDEX VENTURES GROWTH I (JERSEY), L.P. | |||
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By:
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/s/ Nigel Greenwood
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Name:
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Nigel Greenwood
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Title:
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Director
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| INDEX VENTURES GROWTH I PARALLEL | |||
| ENTREPRENEUR FUND (JERSEY), L.P. | |||
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By:
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/s/ Nigel Greenwood
|
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Name:
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Nigel Greenwood
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Title:
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Director
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||
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CUSIP No. 29786A106
|
13G
|
Page 11 of 14 Pages
|
| YUCCA (JERSEY) SLP | |||
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By: Elian Employee Benefit Services Limited as authorized signatory of Yucca (Jersey) SLP in its capacity as an Administrator of the Index Co-Investment Scheme
|
|||
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By:
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/s/ Giles Johnstone-Scott
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Name:
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Giles Johnstone-Scott
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Title:
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Authorized Signatory
|
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By:
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/s/ Charles Le Cornu
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Name:
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Charles Le Cornu
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Title:
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Authorized Signatory
|
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| INDEX VENTURE GROWTH ASSOCIATES I | |||
| LIMITED | |||
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By:
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/s/ Nigel Greenwood
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Name:
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Nigel Greenwood
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||
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Title:
|
Director
|
||
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CUSIP No. 29786A106
|
13G
|
Page 12 of 14 Pages
|
Exhibit 1
AGREEMENT
Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock and the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
| Date: 11/2/2016 | |||
| INDEX VENTURES GROWTH I (JERSEY), L.P. | |||
|
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By:
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/s/ Nigel Greenwood
|
|
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Name:
|
Nigel Greenwood
|
||
|
Title:
|
Director
|
||
| INDEX VENTURES GROWTH I PARALLEL | |||
| ENTREPRENEUR FUND (JERSEY), L.P. | |||
|
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By:
|
/s/ Nigel Greenwood
|
|
|
Name:
|
Nigel Greenwood
|
||
|
Title:
|
Director
|
||
|
CUSIP No. 29786A106
|
13G
|
Page 13 of 14 Pages
|
| YUCCA (JERSEY) SLP | |||
|
By: Elian Employee Benefit Services Limited as authorized signatory of Yucca (Jersey) SLP in its capacity as an Administrator of the Index Co-Investment Scheme
|
|||
|
|
By:
|
/s/ Giles Johnstone-Scott
|
|
|
Name:
|
Giles Johnstone-Scott
|
||
|
Title:
|
Authorized Signatory
|
||
|
|
By:
|
/s/ Charles Le Cornu
|
|
|
Name:
|
Charles Le Cornu
|
||
|
Title:
|
Authorized Signatory
|
||
| INDEX VENTURE GROWTH ASSOCIATES I | |||
| LIMITED | |||
|
|
By:
|
/s/ Nigel Greenwood
|
|
|
Name:
|
Nigel Greenwood
|
||
|
Title:
|
Director
|
||
|
CUSIP No. 29786A106
|
13G
|
Page 14 of 14 Pages
|
Exhibit 2
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THIS GROUP
Index Ventures Growth I (Jersey) L.P. ("Index Ventures I"), Index Ventures Growth I Parallel Entrepreneur Fund (Jersey) L.P. ("Index Ventures I Parallel"), Index Venture Growth Associates I Limited ("Index I Limited") and Yucca Jersey SLP ("Yucca") are filing this statement on Schedule 13G as a group.
Index Ventures I is a Jersey (Channel Islands) partnership. Its managing general partner is Index I Limited.
Index Ventures I Parallel is a Jersey (Channel Islands) partnership. Its managing general partner is Index I Limited.
Yucca is a Jersey (Channel Islands) separate limited partnership. Its corporate general partner is an affiliate of Index I Limited.