Amended Statement of Beneficial Ownership (sc 13d/a)
August 15 2017 - 04:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Etsy, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
29786A106
(CUSIP Number)
Michael Dimitruk
Dragoneer Investment Group, LLC
1 Letterman Drive, Building D, Suite M500
San Francisco, CA 94129
(415)
539-3099
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with copies to:
Thomas Holden
Ropes & Gray LLP
Three Embarcadero Center
San Francisco, CA 94111
(415)
315-6379
August 14, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box. ☐
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7
for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
CUSIP No. 29786A106
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1.
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Names of
Reporting Persons
Marc Stad
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
United States Citizen
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,285,700 shares of Common Stock
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,285,700 shares of Common Stock
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,285,700 shares of Common Stock
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row 11
3.6%
1
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14.
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Type of Reporting Person (See
Instructions)
IN
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1
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Percentage calculations are based upon 118,257,427 issued and outstanding shares of the Issuers common stock as of July 14, 2017, as reported in the
Issuers Quarterly Report on Form
10-Q
filed with the SEC on August 7, 2017.
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CUSIP No. 29786A106
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1.
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Names of
Reporting Persons
Dragoneer Investment Group, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,285,700 shares of Common Stock
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,285,700 shares of Common Stock
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,285,700 shares of Common Stock
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row 11
3.6%
2
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14.
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Type of Reporting Person (See
Instructions)
IA
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2
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Percentage calculations are based upon 118,257,427 issued and outstanding shares of the Issuers common stock as of July 14, 2017, as reported in the
Issuers Quarterly Report on Form
10-Q
filed with the SEC on August 7, 2017.
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CUSIP No. 29786A106
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1.
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Names of
Reporting Persons
Dragoneer Global Fund II, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,285,700 shares of Common Stock
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9.
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Sole Dispositive Power
0
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10.
|
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Shared Dispositive Power
4,285,700 shares of Common Stock
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11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,285,700 shares of Common Stock
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row 11
3.6%
3
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14.
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Type of Reporting Person (See
Instructions)
PN
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3
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Percentage calculations are based upon 118,257,427 issued and outstanding shares of the Issuers common stock as of July 14, 2017, as reported in the
Issuers Quarterly Report on Form
10-Q
filed with the SEC on August 7, 2017.
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AMENDMENT NO. 2 TO SCHEDULE 13D
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the Commission) by the Reporting
Persons with respect to the Common Stock of the Issuer on May 15, 2017, as amended and supplemented by Amendment No. 1 filed on May 19, 2017 (collectively, the Statement). Terms defined in the Statement are used herein as
so defined. Except as specifically provided herein, this amendment (Amendment No. 2) does not modify any of the information previously reported on the Statement. This Amendment No. 2 is being filed to reflect that, as of
August 14, 2017, the Reporting Persons and the TPG Funds ceased to be a group (within the meaning of Rule
13d-5
under the Act) with respect to the securities of the Issuer.
Item 5.
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Interest in Securities of the Issuer.
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(a) Upon terminating the group, Dragoneer Global Fund II held
4,285,700 shares of Common Stock representing 3.6% of the shares of the Issuers outstanding Common Stock, based upon 118,257,427 issued and outstanding shares of the Issuers Common Stock as of July 14, 2017, as reported in the
Issuers Quarterly Report on Form
10-Q
filed with the SEC on August 7, 2017.
(e) As of August 14,
2017, the Reporting Persons collectively ceased to be a member of a group beneficially owning (within the meaning of Rule
13d-3
under the Act) more than five percent of the Issuers outstanding Common
Stock, as further described in Item 6 below (which is incorporated by reference into this Item 5).
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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The
information contained in Item 6 of the Statement is hereby amended as follows:
As of August 14, 2017, the Reporting Persons and the TPG Funds
ceased to be a group (within the meaning of Rule
13d-5
under the Act) with respect to the securities of the Issuer.
Signature
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.
Dated: August 15, 2017
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Marc Stad
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By:
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/s/ Marc Stad
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DRAGONEER INVESTMENT GROUP, LLC
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By:
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/s/ Pat Robertson
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Name:
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Pat Robertson
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Chief Operating Officer
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DRAGONEER GLOBAL FUND II, L.P.
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By:
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Dragoneer Global GP II, LLC
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Its:
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General Partner
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By:
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/s/ Pat Robertson
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Name:
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Pat Robertson
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Chief Operating Officer
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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 representatives 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.
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