Chief Executive Officer Silverman Josh exercised 43,332 shares at a strike of $10.62 and sold $933,556 worth of shares (21,666 units at $43.09), increasing direct ownership by 68% to 53,484 units (SEC Form 4)
$ETSY
Business Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ETSY INC [ ETSY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Common Stock | 04/01/2025(1) | M(2) | 21,666 | A | $10.62 | 53,484(1) | D | |||
| Common Stock | 05/01/2025 | M(2) | 21,666 | A | $10.62 | 75,150 | D | |||
| Common Stock | 05/01/2025 | S(2) | 12,464 | D | $42.77(3) | 62,686 | D | |||
| Common Stock | 05/01/2025 | S(2) | 9,202 | D | $43.52(4) | 53,484 | D | |||
| Common Stock | 4,942 | I | By GST Trust(5) | |||||||
| Common Stock | 16,886 | I | By Non-GST Trust(6) | |||||||
| Common Stock | 42,269 | I | By Irrevocable Trust | |||||||
| Common Stock | 164,000 | I | By GRAT(7) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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) | $10.62 | 04/01/2025(1) | M(2) | 21,666 | (8) | 05/03/2027 | Common Stock | 21,666 | $0 | 1,658,946(1) | D | ||||
| Employee Stock Option (Right to Buy) | $10.62 | 05/01/2025 | M(2) | 21,666 | (8) | 05/03/2027 | Common Stock | 21,666 | $0 | 1,637,280 | D | ||||
| Explanation of Responses: |
| 1. Please see the Remarks box below. |
| 2. This exercise and subsequent sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 5, 2024. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.15 to $43.14, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.16 to $43.96, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. These shares are held by the JGS 2018 Irrevocable GST Trust (the "GST Trust"). The Reporting Person's spouse is the trustee of the GST Trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| 6. These shares are held by the JGS 2018 Irrevocable Non-GST Trust (the "Non-GST Trust"). The Reporting Person's spouse is the trustee of the Non-GST Trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| 7. These shares are held by the Reporting Person's Grantor Retained Annuity Trust (the "GRAT"). The Reporting Person is the trustee and the beneficiary of the GRAT. |
| 8. These stock options are part of a grant that vested as to 25% on May 4, 2018 with the remainder vesting in 36 equal monthly installments. |
| Remarks: |
| Reflects a correction to the Reporting Person's Form 4 filed with the Securities and Exchange Commission on April 3, 2025. Due to an administrative error, the exercise of 21,666 options was inadvertently omitted from Table II and the same number of shares acquired on the exercise of the options was inadvertently omitted from Table I. Only the subsequent sales related to the option exercise were reported. |
| /s/ Brittany Keen, Attorney-in-Fact | 05/05/2025 | |
| ** 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 Number. | ||