SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
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, $0.001 par value
(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:
*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).
(Continued on following pages)
Page
1
of 17 Pages
Exhibit Index Contained on Page 15
CUSIP NO. 29786A106
|
13 G
|
Page 2 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel X L.P. (“A10”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
CUSIP NO. 29786A106
|
13 G
|
Page 3 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel X Strategic Partners L.P. (“A10SP”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
CUSIP NO. 29786A106
|
13 G
|
Page 4 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel X Associates L.L.C. (“A10A”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP NO. 29786A106
|
13 G
|
Page 5 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Investors 2008 L.L.C. (“AI08”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
CUSIP NO. 29786A106
|
13 G
|
Page 6 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Growth Fund II L.P. (“AGF2”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
CUSIP NO. 29786A106
|
13 G
|
Page 7 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Growth Fund II Strategic Partners L.P. (“AGF2SP”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
CUSIP NO. 29786A106
|
13 G
|
Page 8 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Growth Fund II Associates L.L.C. (“AGF2A”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
CUSIP NO. 29786A106
|
13 G
|
Page 9 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Growth Fund Investors 2012 L.L.C. (“AGFI12”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
CUSIP NO. 29786A106
|
13 G
|
Page 10 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James W. Breyer (“JWB”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,507,628 shares, of which 486,692 are directly owned by Breyer
Family Foundation and 1,020,936 are directly owned by trusts for the benefit of James W. Breyer's children.
|
6
|
SHARED VOTING POWER
0 shares.
|
7
|
SOLE DISPOSITIVE POWER
1,507,628 shares, of which 486,692 are directly owned by Breyer
Family Foundation and 1,020,936 are directly owned by trusts for the benefit of James W. Breyer's children.
|
8
|
SHARED DISPOSITIVE POWER
0 shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,507,628
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.3%
|
12
|
TYPE OF REPORTING PERSON*
|
IN
|
CUSIP NO. 29786A106
|
13 G
|
Page 11 of 17
|
This Amendment No.1 amends the statement on Schedule 13G filed by
Accel X L.P., a Delaware limited partnership (“A10”), Accel X Strategic Partners L.P., a Delaware limited partnership
(“A10SP”), Accel X Associates L.L.C., a Delaware limited liability company (“A10A”), Accel Investors 2008
L.L.C., a Delaware limited liability company (“AI08”), Accel Growth Fund II L.P. , a Delaware limited partnership (“AGF2”),
Accel Growth Fund II Strategic Partners L.P. , a Delaware limited partnership (“AGF2SP”), Accel Growth Fund II Associates
L.L.C. , a Delaware limited liability company (“AGF2A”), Accel Growth Fund Investors 2012 L.L.C. , a Delaware limited
liability company (“AGFI12”) and James W. Breyer (“JWB”). The foregoing entities and individual are collectively
referred to as the “Reporting Persons.”
|
ITEM 1(A).
|
NAME OF ISSUER
|
Etsy, Inc.
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
55 Washington Street,
Suite 512
Brooklyn, NY 11201
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
A10A is the general
partner of A10 and A10SP, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly
owned by A10 and A10SP. AGF2A is the general partner of AGF2 and AGF2SP, and may be deemed to have sole power to vote and sole
power to dispose of shares of the issuer directly owned by AGF2 and AGF2SP.
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The address for each of the Reporting
Persons is:
Accel Partners
428 University Avenue
Palo Alto, CA 94301
A10, A10SP, AGF2 and AGF2SP are Delaware
limited partnerships. A10A, AI08, AGF2A and AGFI12 are Delaware limited liability companies. JWB is a United States citizen.
|
ITEM 2(D)
|
TITLE OF CLASS OF SECURITIES
|
Common Stock, $0.001
par value.
29786A106
CUSIP NO. 29786A106
|
13 G
|
Page 12 of 17
|
The following information with respect
to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2016.
|
(a)
|
Amount beneficially owned
:
|
See Row 9 of cover page for each Reporting
Person.
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
.
|
Under certain circumstances set forth
in the limited partnership agreements of A10, A10SP, AGF2 and AGF2SP, and the limited liability company agreements of A10A, AI08,
AGF2A and AGFI12, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed
to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of
which they are a partner.
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
|
Not Applicable.
CUSIP NO. 29786A106
|
13 G
|
Page 13 of 17
|
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
.
|
Not Applicable.
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
.
|
Not Applicable.
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 13, 2017
Accel X Strategic Partners L.P. *
Accel X Associates L.L.C. *
Accel Investors 2008 L.L.C.*
Accel Growth Fund II L.P.*
Accel Growth Fund II Strategic Partners L.P.*
Accel Growth Fund II Associates L.L.C.*
Accel Growth Fund Investors 2012 L.L.C.*
|
By:
|
/s/ Tracy L. Sedlock
|
|
|
Tracy L. Sedlock, Attorney-in-fact for
|
|
|
the above-listed entities
|
|
Individuals:
|
James W. Breyer*
|
|
By:
|
/s/ Tracy L. Sedlock
|
|
|
Tracy L. Sedlock, Attorney-in-fact for
|
|
|
the above-listed individual
|
* Signed pursuant to a Power of Attorney already on file with the
appropriate agencies.
CUSIP NO. 29786A106
|
13 G
|
Page 15 of 17
|
EXHIBIT INDEX
|
|
Found on
Sequentially
|
Exhibit
|
|
Numbered Page
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
16
|
|
|
|
Exhibit B: Power of Attorney
|
|
17
|
CUSIP NO. 29786A106
|
13 G
|
Page 16 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.
CUSIP NO. 29786A106
|
13 G
|
Page 17 of 17
|
exhibit B
Power of Attorney
Tracy L. Sedlock has signed
this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate
agencies.
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