As filed with the Securities and Exchange Commission on February 26, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Etsy, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
 
 
20-4898921
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
117 Adams Street
Brooklyn, New York 11201
(718) 880-3660
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2015 Equity Incentive Plan
(Full title of plan)
Jill Simeone, Esq.
General Counsel and Secretary
Etsy, Inc.
117 Adams Street
Brooklyn, New York 11201
(718) 880-3660
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Yvan-Claude Pierre
Nicole Brookshire
Alison Haggerty
Cooley LLP
55 Hudson Yards
New York, New York 10001
(212) 479-6000
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company¨
Emerging growth company ¨




If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨






CALCULATION OF REGISTRATION FEE
 
 
 
 
 
 
 
 
 
 
 
Title of Securities
to be Registered
 
 
Amount
to be
Registered(1)
 
 
Proposed
Maximum
Offering
Price
Per Share
 
 
Proposed
Maximum
Aggregate
Offering Price
 
 
Amount of
Registration
Fee
 
Common Stock, $0.001 par value per share
 
 
5,917,139 (2)

 
 
$51.00 (3)
 
 
$301,774,089
 
$39,170.28
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the 2015 Equity Incentive Plan (the “Plan”) as a result of any stock dividend, stock split, recapitalization, or other similar transaction.
(2)
Represents shares of the Registrant’s common stock added to the Plan, effective as of January 2, 2020, pursuant to the evergreen increase provision of the Plan.
(3)
Estimated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s common stock as quoted on the Nasdaq Global Select Market on February 24, 2020.





REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Etsy, Inc. (“Etsy”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 5,917,139 additional shares of its common stock under the Plan, pursuant to the provisions of the Plan providing for an automatic increase in the number of shares reserved and available for issuance under the Plan on January 2, 2020. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Etsy hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(a) the contents of the Etsy’s Registration Statements on Form S-8, filed with the Commission on April 15, 2015 (File No. 333-203438), on March 1, 2016 (File No. 333-209851), on March 1, 2017 (File No. 333-216371), on March 1, 2018 (File No. 333-223330) and on February 28, 2019 (File No. 333-229937);
(b)    Etsy’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on February 26, 2020;
      
(c) all other reports filed by Etsy pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2019; and
(d) the description of Etsy’s common stock contained in Etsy’s Registration Statement on Form 8-A (File No. 001-36911) filed with the Commission on April 8, 2015, including any amendments or reports filed for the purpose of updating such description.
All other reports and documents filed by Etsy pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold are deemed incorporated by reference into this Registration Statement and a part of this Registration Statement from the date of filing of these documents, except for documents or information deemed furnished and not filed in accordance with the rules of the Commission. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.









Item 8. Exhibits.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incorporated by Reference
 
 
 
 
Exhibit
Number
 
Description
 
Form
 
File No.
 
Exhibit
 
Filing
Date
 
Filed
  Herewith
 
4.1

 
 
 
 
8-K
 
001-36911
 
3.1
 
4/21/2015
 
 
 
4.2

 
 
 
 
8-K
 
001-36911
 
3.2
 
4/21/2015
 
 
 
5.1

 
 
 
 
 
 
 
 
 
 
 
 
X
 

 
 
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
X
 

 
 
 
 
 
 
 
 
 
 
 
 
X
 

 
 
 
 
S-1/A
 
333-202497
 
10.3
 
4/14/2015
 
 
 
 
 
 
 
10-K
 
001-36911
 
10.3.1
 
2/28/2019
 
 
 
 
 




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 26th day of February, 2020.
 

ETSY, INC.

By /s/ Jill Simeone            
Name: Jill Simeone
Title: General Counsel and Secretary















POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Rachel Glaser and Jill Simeone, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
 
 
 
 
 
 
 
Signature
 
  
Title
 
Date
 
 
 
 
 
 
  
President, Chief Executive Officer, and Director
(Principal Executive Officer)
 
 
/s/ Josh Silverman
  
February 26, 2020
 
Josh Silverman
  
 
 
 
 
 
 
 
  
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
/s/ Rachel Glaser
  
February 26, 2020
 
Rachel Glaser
  
  
 
 
 
 
 
/s/ Fred Wilson
  
Chair
February 26, 2020
 
Fred Wilson
  
 
 
 
 
 
 
/s/ Gary Briggs
 
Director
February 26, 2020
 
Gary Briggs
 
 
 
 
 
 
 
 
 
/s/ M. Michele Burns
  
Director
February 26, 2020
 
M. Michele Burns
  
 
 
 
 
 
 
/s/ Edith Cooper
 
Director
February 26, 2020
 
Edith Cooper
 
 
 
 
 
 
 
 
 
/s/ Jonathan D. Klein
  
Director
February 26, 2020
 
Jonathan D. Klein
  
 
 
 
 
 
 
 
 
 
 
/s/ Melissa Reiff
  
Director
February 26, 2020
 
Melissa Reiff
 
 
 
 
 
/s/ Margaret Smyth
  
Director
February 26, 2020
 
Margaret Smyth
  
 
 
 





Exhibit 23.1



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Etsy, Inc. of our report dated February 26, 2020 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Etsy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019.

/s/ PricewaterhouseCoopers LLP

New York, New York
February 26, 2020






Exhibit 5.1
ETSYS8OPINIONIMAGE1A01.GIF
Alison A. Haggerty
T: +1 212 479 6596
ahaggerty@cooley.com

February 26, 2020
Etsy, Inc.
117 Adams Street
Brooklyn, New York 11201
Re:
Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Etsy, Inc., a Delaware corporation (the "Company"), and you have requested our opinion in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 5,917,139 shares of the Company’s Common Stock, $0.001 par value per share (the "Shares"), pursuant to the Company’s 2015 Equity Incentive Plan (the "Plan").
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the Plan and (d) originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness of such documents. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to independently verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, and the Registration Statement and related prospectus, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.


 
 
 
 
 
 
 
Etsy, Inc.
February 26, 2020
Page Two
 


Sincerely,
Cooley LLP
By: /s/ Alison A. Haggerty                         
Alison A. Haggerty