Page 7 of 11 – SEC Filing
Etsy is a unique company whose success derives from the creativity and commitment of its
community. TPG understands the value of that community and the importance of preserving its role. TPG currently invests in a number of businesses in which creativity and artistry are at the core of the companys identity and operations, such as
Cirque du Soleil, Creative Artists Agency (CAA), Fender, ipsy and STX Entertainment. Enabling creativity to thrive at these companies is central to growth and economic success. Likewise, with Etsy, TPG recognizes the importance of facilitating
entrepreneurialism and creativity in order to drive success, which means that value creation for Etsy stockholders depends on extending value to all Etsy stakeholders. TPG, together with the Dragoneer Entities, looks forward to engaging with the
company, its employees and the broader Etsy community of artists and entrepreneurs to plan and build for Etsys long-term future.
The Reporting Persons acquired the TPG VII Shares on the belief that they were undervalued at the time of purchase. The Reporting Group has
contacted representatives of Etsy to offer to engage in discussions regarding strategic alternatives. The Reporting Persons intend to review their investment in Etsy on a continuing basis and during such time offer to engage in further discussions
with management and Etsys board of directors, other holders of Common Stock, financing sources and other relevant parties, such as other industry participants. The Reporting Persons may engage in discussions or take other actions concerning
the business, operations, assets, governance, strategy and future plans of Etsy, which discussions or actions may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of
Schedule 13D. The Reporting Persons, in connection with any such discussions with Etsy, may enter into one or more confidentiality agreements and may enter into voting agreements, or other similar agreements with the purpose or effect of
facilitating such actions. The Reporting Persons may also increase their ownership position in Etsy, including by purchasing additional shares of Common Stock or other securities directly from Etsy or in open market or privately negotiated
transactions. The Reporting Persons may change their plans or proposals in the future, including by disengaging from any dialogue with Etsy (whether the Reporting Persons remain equity holders of Etsy or otherwise) or decreasing their ownership
position in Etsy.
Except for the foregoing, the Reporting Persons do not have, as of the date of this filing, any plans or proposals that
relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
The information contained in rows 7, 8, 9, 10, 11
and 13 on each of the cover pages of this Schedule 13D, the information set forth or incorporated in Items 2, 3, 4 and 6 of this Schedule 13D and Item 5(a) and (b) of the Dragoneer Entities Schedule 13D are incorporated by reference in its
entirety into this Item 5.
(a)-(b) The following sentence assumes that there is a total of 116,516,286 shares of Common Stock
outstanding as of April 13, 2017, as reported in Etsys Quarterly Report on Form 10-Q filed with the Commission on May 2, 2017. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 5,003,888
shares of Common Stock, which constitutes approximately 4.3% of the outstanding shares of Common Stock.
(c) Except as set forth in this
Item 5 or Item 5(c) of the Dragoneer Entities Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any
transaction in the shares of Common Stock during the past 60 days.
(d) To the best knowledge of the Reporting Persons, no person other
than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not applicable.
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