Josh Silverman - Feb 28, 2023 Form 4 Insider Report for ETSY INC (ETSY)

Signature
/s/ Brittany Keen, as Attorney-in-Fact for Josh Silverman
Stock symbol
ETSY
Transactions as of
Feb 28, 2023
Transactions value $
-$2,236,693
Form type
4
Date filed
3/2/2023, 03:28 PM
Previous filing
Feb 17, 2023
Next filing
Mar 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ETSY Common Stock Options Exercise $221K +20.9K +19.43% $10.62 128K Mar 1, 2023 Direct F1
transaction ETSY Common Stock Sale -$539K -4.61K -3.6% $116.87 124K Mar 1, 2023 Direct F1, F2
transaction ETSY Common Stock Sale -$1.11M -9.39K -7.6% $117.78 114K Mar 1, 2023 Direct F1, F3
transaction ETSY Common Stock Sale -$677K -5.71K -5.01% $118.56 108K Mar 1, 2023 Direct F1, F4
transaction ETSY Common Stock Sale -$129K -1.08K -1% $119.61 107K Mar 1, 2023 Direct F1, F5
transaction ETSY Common Stock Sale -$7.23K -60 -0.06% $120.53 107K Mar 1, 2023 Direct F1
holding ETSY Common Stock 4.94K Feb 28, 2023 By GST Trust F6
holding ETSY Common Stock 16.9K Feb 28, 2023 By Non-GST Trust F7
holding ETSY Common Stock 42.3K Feb 28, 2023 By Irrevocable Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ETSY Performance Stock Unit Award $0 +7.29K $0.00 7.29K Feb 28, 2023 Common Stock 7.29K Direct F8, F9, F10
transaction ETSY Employee Stock Option (Right to Buy) Options Exercise $0 -20.9K -1.02% $0.00 2.03M Mar 1, 2023 Common Stock 20.9K $10.62 Direct F1, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This exercise and subsequent sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2022, as amended on November 14, 2022.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.36 to $117.34, 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.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.36 to $118.33, 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.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.37 to $119.32, 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.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.39 to $120.305, 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.
F6 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.
F7 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.
F8 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.
F9 Units correspond 1-for-1 with common stock.
F10 Represents the number of shares earned under a performance-based restricted stock unit award (the "PSU") based on the Issuer's satisfaction of certain performance criteria of the award. In light of the performance-based vesting conditions of the award, such shares were not reportable under Section 16 until performance conditions were certified by the Compensation Committee as achieved (which occurred on February 28, 2023). The earned shares will vest as to 1/3 of the earned shares on each of April 1, 2023, 2024 and 2025 and have no expiration date. In addition, the PSUs being reported herein represent one-third of the total number of shares subject to the performance award. The remaining shares subject to the performance award will vest only upon the satisfaction of additional performance vesting criteria. Each PSU represents the contingent right to receive one share of common stock of the Issuer.
F11 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 subject to continued service on each vesting date.