Amended Statement of Beneficial Ownership (sc 13d/a)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

- 0 -

SHARED VOTING POWER

5,003,888

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

5,003,888

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Etsy, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

29786A106

(CUSIP Number)

Michael LaGatta

TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Jason Freedman

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 §240.13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 7 Pages)

*	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 ).

SCHEDULE 13D


CUSIP No. 29786A106		Page 2 of 7 Pages


1		NAMES OF REPORTING PERSONS TPG Group Holdings (SBS) Advisors, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	The calculation assumes that there is a total of 118,257,427 shares of common stock (“ Common Stock ”) of Etsy, Inc. (“ Etsy ”) outstanding, as reported in Etsy’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “ Commission ”) on August 7, 2017.

SCHEDULE 13D


CUSIP No. 29786A106		Page 3 of 7 Pages


1		NAMES OF REPORTING PERSONS David Bonderman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

*	The calculation assumes that there is a total of 118,257,427 shares of Common Stock outstanding, as reported in Etsy’s Quarterly Report on Form 10-Q filed with the Commission on August 7, 2017.

SCHEDULE 13D


CUSIP No. 29786A106		Page 4 of 7 Pages


1		NAMES OF REPORTING PERSONS James G. Coulter
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

*	The calculation assumes that there is a total of 118,257,427 shares of Common Stock outstanding, as reported in Etsy’s Quarterly Report on Form 10-Q filed with the Commission on August 7, 2017.

This Amendment No. 1 (the “ Amendment ”) amends and supplements the Schedule 13D filed by the Reporting Persons on May 15, 2017 (the “ Original Schedule 13D ” and, as amended and supplemented by this Amendment, the “ Schedule 13D ”), with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 5. Interest in Securities of the Issuer .

This Amendment amends and restates the fifth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

“(e) As of August 14, 2017, the Reporting Persons ceased to be part of a “group” (within the meaning of Rule 13d-5 under the Act) that beneficially owns more than 5% of the total number of outstanding shares of Common Stock.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .

This Amendment amends and restates Item 6 of the Original Schedule 13D in its entirety as set forth below:

“As of August 14, 2017, the Funds and the Dragoneer Entities no longer formed a “group” within the meaning of Rule 13d-5 under the Act.”

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


TPG Group Holdings (SBS) Advisors, Inc.

By:		/s/ Michael LaGatta
Name:		Michael LaGatta
Title:		Vice President

David Bonderman

By:		/s/ Clive Bode
Name:		Clive Bode, on behalf of David Bonderman (1)

James G. Coulter

By:		/s/ Clive Bode
Name:		Clive Bode, on behalf of James G. Coulter (2)

(1) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

(2) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).

INDEX TO EXHIBITS

Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (incorporated by reference to Exhibit 1 to Schedule 13G filed with the Commission on February 14, 2011 by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter).

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