Amended Statement of Beneficial Ownership (sc 13d/a)
May 19 2017 - 4:33PM
Edgar (US Regulatory)
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, $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:
Jason Freedman
Thomas
Holden
Ropes & Gray LLP
Three Embarcadero Center
San Francisco, CA 94111
(415) 315-6379
May 16, 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
3.7%
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 116,516,286 issued and outstanding shares of the Issuers common stock as of April 13, 2017, as reported in the Issuers Quarterly Report on Form 10-Q filed with the
SEC on May 2, 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
3.7%
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 116,516,286 issued and outstanding shares of the Issuers common stock as of April 13, 2017, as reported in the Issuers Quarterly Report on Form 10-Q filed with the
SEC on May 2, 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
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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
3.7%
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 116,516,286 issued and outstanding shares of the Issuers common stock as of April 13, 2017, as reported in the Issuers Quarterly Report on Form 10-Q filed with the
SEC on May 2, 2017.
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AMENDMENT NO. 1 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 (the Statement). Terms defined in the Statement are used herein as so defined. Except as specifically provided herein, this amendment (Amendment
No.1) does not modify any of the information previously reported on the Statement.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The information contained in Item 6 of the Statement is hereby amended to add the
following:
Dragoneer Global Fund II purchased three cash settled OTC options from Bank of America Merrill Lynch (BAML), which entitle
Dragoneer Global Fund II to put up to 2 million shares of Common Stock to BAML at a strike price of $12.50 per share. Dragoneer Global Fund II also sold three cash settled OTC options which entitle BAML to call up to 1.25 million shares of
Common Stock from Dragoneer Global Fund II at a strike price of $17.50 per share and up to 750,000 shares of Common Stock from Dragoneer Global Fund II at a strike price of $15.00 per share. The options must be exercised, or will expire, on
January 19, 2018 and were entered into for risk management purposes on May 16, 2017 and May 17, 2017.
Item 7. Material to be Filed as
Exhibits.
Exhibit II Agreement of Joint Filing, dated May 19, 2017, by and among the Reporting Persons (filed herewith).
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: May 19, 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.
EXHIBIT INDEX
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Exhibit II
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Agreement of Joint Filing, dated May 19, 2017, by and among the Reporting Persons (filed herewith).
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