FORM 4
[ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ALLSPAW JOHN
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
(Last)          (First)          (Middle)

C/O ETSY, INC., 117 ADAMS STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

3/15/2017
(Street)

BROOKLYN, NY 11201
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Employee stock option (right to buy)   $10.23   3/15/2017     A      44185         (1) 3/14/2027   Common Stock   44185.0   $0   44185   D    
Restricted Stock Units   (2)   (3) 3/15/2017     A      17050         (4)   (4) Common Stock   17050.0   $0   38910   D    

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  Units correspond 1-for-1 with common stock.
( 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ALLSPAW JOHN
C/O ETSY, INC.
117 ADAMS STREET
BROOKLYN, NY 11201


Chief Technology Officer

Signatures
/s/ Cara Schembri, as Attorney-In-Fact for John Allspaw 3/17/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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