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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Etsy, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29786A106
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| x | Rule 13d-1(d) |
*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 disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 17 Pages
Exhibit Index Contained on Page 16
| CUSIP NO. 29786A106 | 13 G | Page 2 of 17 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Union Square Ventures 2004, L.P. (“USV 2004”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) x
| ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 shares.
| |
| 6 |
SHARED VOTING POWER
0 shares.
| ||
| 7 |
SOLE DISPOSITIVE POWER
0 shares.
| ||
| 8 |
SHARED DISPOSITIVE POWER
0 shares. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares. | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
| CUSIP NO. 29786A106 | 13 G | Page 3 of 17 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Union Square Principals 2004, a Delaware Multiple Series LLC (“USV Principals 2004”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) x
| ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 shares.
| |
| 6 |
SHARED VOTING POWER
0 shares.
| ||
| 7 |
SOLE DISPOSITIVE POWER
0 shares.
| ||
| 8 |
SHARED DISPOSITIVE POWER
0 shares.
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares. | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) OO | ||
| CUSIP NO. 29786A106 | 13 G | Page 4 of 17 |
| 1 |
NAME OF REPORTING PERSONS Union Square Ventures Opportunity Fund, L.P. (“USV Opportunity”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 shares.
| |
| 6 |
SHARED VOTING POWER
0 shares.
| ||
| 7 |
SOLE DISPOSITIVE POWER
0 shares.
| ||
| 8 |
SHARED DISPOSITIVE POWER
0 shares.
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares. | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
| CUSIP NO. 29786A106 | 13 G | Page 5 of 17 |
| 1 |
NAME OF REPORTING PERSONS Union Square GP 2004, L.L.C. | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 shares.
| |
| 6 |
SHARED VOTING POWER
0 shares.
| ||
| 7 |
SOLE DISPOSITIVE POWER
0 shares.
| ||
| 8 |
SHARED DISPOSITIVE POWER
0 shares.
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares. | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) OO | ||
| CUSIP NO. 29786A106 | 13 G | Page 6 of 17 |
| 1 | NAME
OF REPORTING PERSONS Union Square Opportunity GP, L.L.C. | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 shares.
| |
| 6 |
SHARED VOTING POWER
0 shares.
| ||
| 7 |
SOLE DISPOSITIVE POWER
0 shares.
| ||
| 8 |
SHARED DISPOSITIVE POWER
0 shares.
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares. | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) OO | ||
| CUSIP NO. 29786A106 | 13 G | Page 7 of 17 |
| 1 |
NAME OF REPORTING PERSONS Brad Burnham | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
1,253,226 shares.
| |
| 6 |
SHARED VOTING POWER
0 shares.
| ||
| 7 |
SOLE DISPOSITIVE POWER
1,253,226 shares.
| ||
| 8 |
SHARED DISPOSITIVE POWER
0 shares.
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,253,226 shares. | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
| CUSIP NO. 29786A106 | 13 G | Page 8 of 17 |
| 1 |
NAME OF REPORTING PERSONS John Buttrick | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
98,950 shares.
| |
| 6 |
SHARED VOTING POWER
0 shares.
| ||
| 7 |
SOLE DISPOSITIVE POWER
98,950 shares.
| ||
| 8 |
SHARED DISPOSITIVE POWER
0 shares.
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,950 shares. | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
| CUSIP NO. 29786A106 | 13 G | Page 9 of 17 |
| 1 |
NAME OF REPORTING PERSONS Andy Weissman | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 shares.
| |
| 6 |
SHARED VOTING POWER
0 shares.
| ||
| 7 |
SOLE DISPOSITIVE POWER
0 shares.
| ||
| 8 |
SHARED DISPOSITIVE POWER
0 shares.
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares. | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
| CUSIP NO. 29786A106 | 13 G | Page 10 of 17 |
| 1 |
NAME
OF REPORTING PERSONS Albert Wenger | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
144,518 shares.
| |
| 6 |
SHARED VOTING POWER
0 shares.
| ||
| 7 |
SOLE DISPOSITIVE POWER
144,518 shares.
| ||
| 8 |
SHARED DISPOSITIVE POWER
0 shares.
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 144,518 shares. | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
| CUSIP NO. 29786A106 | 13 G | Page 11 of 17 |
| 1 |
NAME OF REPORTING PERSONS Frederick R. Wilson | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
1,010,009 shares.
| |
| 6 |
SHARED VOTING POWER
0 shares.
| ||
| 7 |
SOLE DISPOSITIVE POWER
1,010,009 shares.
| ||
| 8 |
SHARED DISPOSITIVE POWER
0 shares.
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,010,009 shares. | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
| CUSIP NO. 29786A106 | 13 G | Page 12 of 17 |
| ITEM 1(A). | NAME OF ISSUER |
Etsy, Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
117 Adams Street
Brooklyn, NY 11201
| ITEM 2(A). | NAME OF PERSONS FILING |
USV 2004, USV Principals 2004, USV Opportunity, 2004 GP, Opportunity GP, Burnham, Buttrick, Weissman, Wenger and Wilson. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
2004 GP, the general partner of USV 2004 and the managing member of USV Principals 2004, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by USV 2004 and USV Principals 2004. Opportunity GP, the general partner of USV Opportunity, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by USV Opportunity. Burnham and Wilson are managing members of 2004 GP and may be deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by USV 2004 and USV Principals 2004. Burnham, Buttrick, Weissman, Wenger and Wilson are managers of Opportunity GP and may be deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by USV Opportunity.
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each of the Reporting Persons is:
c/o Union Square Ventures
915 Broadway, 19th Floor
New York, NY 10010
| ITEM 2(C) | CITIZENSHIP |
USV 2004 and USV Opportunity are Delaware limited partnerships. USV Principals 2004 is a Delaware multiple series limited liability company. 2004 GP and Opportunity GP are Delaware limited liability companies. Burnham, Buttrick, Weissman, Wenger and Wilson are United States citizens.
| ITEM 2(D) AND (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Common Stock
CUSIP # 29786A106
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each Reporting Person.
| CUSIP NO. 29786A106 | 13 G | Page 13 of 17 |
| (b) | Percent of Class: |
See Row 11 of cover page for each Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting Person.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X] Yes
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not applicable.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
| ITEM 10. | CERTIFICATION. |
Not applicable.
| CUSIP NO. 29786A106 | 13 G | Page 14 of 17 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2018
| Union Square Ventures 2004, L.P. | /s/ Brad Burnham | |
| By Union Square GP 2004, L.L.C. | Signature | |
| Its General Partner | Brad Burnham | |
| Managing Member | ||
| Union Square Principals 2004, | /s/ Brad Burnham | |
| a Delaware Multiple Series LLC | Signature | |
| By Union Square GP 2004, L.L.C. | Brad Burnham | |
| Its Managing Member | Managing Member | |
| Union Square Ventures Opportunity Fund, L.P. | /s/ John Buttrick | |
| By Union Square Opportunity GP, L.L.C. | Signature | |
| Its General Partner | John Buttrick | |
| Manager | ||
| Union Square GP 2004, L.L.C. | /s/ Brad Burnham | |
| Signature | ||
| Brad Burnham | ||
| Managing Member | ||
| Union Square Opportunity GP, L.L.C. | /s/ John Buttrick | |
| Signature | ||
| John Buttrick | ||
| Manager | ||
| Brad Burnham | /s/ Brad Burnham | |
| Brad Burnham |
| CUSIP NO. 29786A106 | 13 G | Page 15 of 17 |
| John Buttrick | /s/ John Buttrick | |
| John Buttrick | ||
| Andy Weissman | /s/ Andy Weissman | |
| & #xA0; | Andy Weissman | |
| Albert Wenger | /s/ Albert Wenger | |
| Albert Wenger | ||
| Frederick R. Wilson | /s/ Frederick R. Wilson | |
| Frederick R. Wilson | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
| CUSIP NO. 29786A106 | 13 G | Page 16 of 17 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 17 |
| CUSIP NO. 29786A106 | 13 G | Page 17 of 17 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Etsy, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.