Page 6 of 11 – SEC Filing
Each of Messrs. Bonderman, Coulter and the individuals referred to on Schedule I hereto is a
United States citizen.
The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit
1 hereto.
During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, without independent
verification, any of the persons listed on Schedule I hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The information set forth in or
incorporated by reference in Items 4, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.
On
May 3, 2017, TPG Partners VII acquired an aggregate of 1,000,000 shares of Common Stock in open market purchases at a weighted average price per share of $10.391174. On May 4, 2017, TPG Partners VII acquired an aggregate of 1,690,994
shares of Common Stock in open market purchases at a weighted average price per share of $10.476409. On May 5, 2017, TPG Partners VII acquired an aggregate of 444,394 shares of Common Stock in open market purchases at a weighted average price
per share of $11.277399. On May 8, 2017, TPG Partners VII acquired an aggregate of 562,304 shares of Common Stock in open market purchases at a weighted average price per share of $11.256292. On May 9, 2017, TPG Partners VII acquired an
aggregate of 200,000 shares of Common Stock in open market purchases at a weighted average price per share of $11.420260. On May 11, 2017, TPG Partners VII acquired an aggregate of 204,923 shares of Common Stock in open market purchases at a
weighted average price per share of $11.089318. On May 12, 2017, TPG Partners VII acquired an aggregate of 373,019 shares of Common Stock in open market purchases at a weighted average price per share of $11.222275. On May 15, 2017, TPG
Partners VII acquired an aggregate of 118,663 shares of Common Stock in open market purchases at a weighted average price per share of $11.4349. Upon the request of the Commission, the Reporting Persons will provide the Commission full information
regarding the number of shares of Common Stock purchased at each separate price. In the case of each of the purchases by TPG Partners VII, the purchase price will be funded by equity contributions of the limited partners of TPG Partners VII.
On May 2, 2017, Arrow Ridge acquired an aggregate of 2,000 call option contracts at a price of $41.29 per contract. Each call option
contract is exercisable on or before May 19, 2017 for 100 shares of Common Stock at an exercise price per share of $12.50. Arrow Ridge had acquired the Arrow Ridge Shares in a series of open market purchases on November 1,
2016, November 7, 2016, December 1, 2016 and January 4, 2017. In the case of each of the purchases by Arrow Ridge, the purchase price was funded by equity contributions of the limited partners of Arrow Ridge.
| Item 4. | Purpose of Transaction. |
The information set forth in Items 3, 5 and 6 of this Schedule
13D is incorporated by reference in its entirety into this Item 4.
TPG is a leading global alternative investment firm founded in
1992. The firm has approximately $72 billion of assets under management as of December 31, 2016 and offices in San Francisco, Fort Worth, Austin, Beijing, Boston, Dallas, Hong Kong, Houston, Istanbul, London, Luxembourg, Melbourne, Moscow,
Mumbai, New York, Seoul and Singapore.
As investors and partners to its portfolio companies, TPG is focused on long-term value creation
and fulfilling the potential of differentiated businesses. For many years, TPG has been an active investor in leading internet franchises around the world, working with companies such as Airbnb, Hotwire, ipsy, Lynda, RentPath, Spotify, SurveyMonkey
and Uber. Based on TPGs fundamental belief in the growth of leading digital franchises and its alignment with Etsys mission to reimagine commerce in ways that build a more fulfilling and lasting world, TPG believes Etsy will be best
served by a commitment from partners who are also focused on creating long-term value in both public and private companies.
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