Page 5 of 11 – SEC Filing
| Item 1. | Security and Issuer. |
This Schedule 13D (the Schedule 13D) relates to
the shares of common stock, par value $0.001 per share, of Etsy, Inc. Etsys principal executive offices are located at 117 Adams Street, Brooklyn, New York 11201.
| Item 2. | Identity and Background. |
This Schedule 13D is being filed jointly on behalf of TPG
Group Holdings (SBS) Advisors, Inc., a Delaware corporation (Group Advisors), David Bonderman and James G. Coulter (each a Reporting Person and collectively, the Reporting Persons). The
business address of each Reporting Person is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
Group
Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is (i) the sole member of TPG
Holdings I-A, LLC, a Delaware limited liability company, and (ii) the sole shareholder of TPG Holdings III-A, Inc., a Cayman corporation. TPG Holdings I-A, LLC is the general partner of TPG Holdings I, L.P., a Delaware limited partnership,
which is the sole member of TPG GenPar VII Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG GenPar VII, L.P., a Delaware limited partnership, which is the general partner of TPG Partners VII, L.P., a Delaware
limited partnership (TPG Partners VII), which directly holds 4,594,297 shares of Common Stock (the TPG VII Shares). TPG Holdings III-A, Inc. is the general partner of TPG Holdings III-A, L.P., a Cayman limited
partnership, which is the general partner of TPG Holdings III, L.P., a Delaware limited partnership, which is the sole member of Arrow Ridge GenPar Advisors, LLC, a Delaware limited liability company, which is the general partner of Arrow Ridge
GenPar, L.P., a Delaware limited partnership, which is the general partner of Arrow Ridge Capital Master Fund, L.P., a Cayman limited partnership (Arrow Ridge and, together with TPG Partners VII, the Funds),
which directly holds (i) 209,591 shares of Common Stock (the Arrow Ridge Shares) and (ii) 2,000 call option contracts, each call option contract being exercisable for 100 shares of Common Stock as described below.
Because of the relationship of Group Advisors to the Funds, Group Advisors may be deemed to beneficially own the securities reported herein.
Messrs. Bonderman and Coulter are sole shareholders of Group Advisors. Because of the relationship of Messrs. Bonderman and Coulter to Group Advisors, each of Messrs. Bonderman and Coulter may be deemed to beneficially own the securities reported
herein. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
Affiliates of Dragoneer Global Fund II, L.P. (collectively, the Dragoneer Entities and together with the Funds, the
Reporting Group) are filing a separate Schedule 13D (the Dragoneer Entities Schedule 13D) on the date hereof reporting their respective beneficial ownership of shares of Common Stock. Item 2(a) of the
Dragoneer Entities Schedule 13D is incorporated by reference herein.
The principal business of Group Advisors is serving as the sole
ultimate general partner, managing member or similar entity of related entities engaged in making or recommending investments in securities of public and private companies.
The present principal occupation of David Bonderman is President of Group Advisors and officer, director and/or manager of other affiliated
entities.
The present principal occupation of James G. Coulter is Senior Vice President of Group Advisors and officer, director and/or
manager of other affiliated entities.
The name, residence or business address and present principal occupation or employment of each
director, executive officer and controlling person of Group Advisors are listed on Schedule I hereto.
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