SecProbe.io

December 3, 2014

Via E -mail
Kristina Salen
Chief Financial Officer
Etsy, Inc.
55 Washington Street, Suite 512
Brooklyn, NY 11201

Re: Etsy , Inc.
Draft Registration Statement on Form S-1
Submitted November 4, 2014
  CIK No.  0001370637

Dear Ms. Salen :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments app ly to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed regis tration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance up on Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Kristina Salen
 Etsy, Inc.
 December 3, 2014
 Page 2

 Prospectus Summary, page 1

Our Strengths, page 4

2. Please disclose the basis for the following assertions, or state whether they are based
upon management’s beliefs.

 “Our platform connects millions of Etsy sellers and Etsy  buyers globally, making it one
of the largest online marketplaces in the world.” (page 4)
  “Etsy engineering is widely known for its thought -leading approaches to software
development as well as its unique engineering culture.” (page 84)

Risk Factors, page 13

The growth of our business may strain our management team and our operational and financial
infrastructure., page 21

3. Please clarify what you mean by “ rapid growth in [your] business,” and whether this
refers to the increase in your headcount alo ne or other additional factors.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
46

Components of Our Results of Operations, page 50

Cost of Revenue, page 5 1

4. Please expand your disclosure to describe what c osts are expensed to support Direct
Checkout revenue.

Critical Accounting Policies and Significant Judgments and Estimates, page 64

Stock -Based Compensation, page 67

5. In light of the fact that you consider stock -based compensation to be a critical accounting
estimate, please tell us the proposed IPO price, once it is determined, when you first
initiated discussions with underwriters and when the underwriters first commu nicated
their estimated price range and amount for your stock.  If there is a significant difference
between your proposed IPO price and the fair value of the common stock underlying your
share -based awards in the last twelve months , describe for us each s ignificant factor
contributing to that difference, including whether your underwriters used different
assumptions.

Kristina Salen
 Etsy, Inc.
 December 3, 2014
 Page 3

 Business, page 75

6. Please discuss the impact of your recent acquisitions of Incubart SAS and Jarvis Labs
Inc. on your business.

Princi pal and Selling Stockholders, page 109

7. Please disclose the natural  person  or persons who exercise the voting and/or dispositive
powers with respect to the securities owned  by the entities affiliated with Index Ventures.

Index to the Consolidated Financia l Statements, page F -1

Etsy, Inc., page F -2

8. Effective November 12, 2014, the age of the financial statements does not satisfy the
requirements of Rule 3 -12(a) of Regulation S -X.  Please update your financial statements
and related disclosures, as necessa ry, to comply with this Rule through the effective date
of your filing .

Consolidated Balance Sheets, page F -3

9. Please revise to clarify the number of pro forma issued and outstanding convertible
preferred shares as of June 30, 2014 on page F -4.

Notes to Consolidated Financial Statements, page F -10

Note 1 – Basis of Presentation and Summary of Significant Accounting Policies, page F -10

10. Please tell us how you account for Etsy  Gift Cards, including your policy for gift card
breakage.  Please also tell us whether gift card activity is material and your consideration
of disclosing gift card related accounting policies.

Revenue Recognition, page F -11

11. We note that in August 2014  you launched your Wholesale offering and that one -time
Wholesale enrollment fees are recognized ratably over the estimated customer life.
Please tell us the amount of Wholesale revenues recognized in the three months ended
September 30, 2014 from enrollm ent fees and completed transactions.   Please also tell us
how you determine estimated customer lives considering the recent launch and why the
recognition of enrollment fee revenue is appropriate referencing applicable authoritative
literature.

12. Please ex plain your basis for recognizing revenue from direct checkout on a gross basis
referencing authoritative literature.

Kristina Salen
 Etsy, Inc.
 December 3, 2014
 Page 4

 Note 2 – Business Combinations, page F -19

13. Please disclose the method used to determine the fair value of common stock issued in
the bus iness combinations.  Refer to ASC 805 -30-50-1b.4.

14. Please disclose the amount of goodwill that is expected to be deductible for tax purposes.
Refer to ASC 805 -30-50-1d.

15. Please disclose  the amount of acquisition -related costs recognized as expenses and th e
line item in which they are recognized.  Refer to ASC 805 -10-50-2f.

Note 7 – Debt, page F -26

16. We note your disclosure that you and your subsidiaries are restricted from paying
dividends under the covenants of the Credit Agreement.  Please tell us your c onsideration
of disclosing the amount of retained earnings or net income restricted or free of
restrictions as required by Rule 4 -08(e)(1) of Regulation S -X.  Also, p lease clarify for us
what restrictions exist on the ability of your subsidiaries to transf er funds to you in the
form of cash dividends, loans or advances.  In this regard, tell us your consideration of
providing  the disclosures required by Rule 4 -08(e)(3)(i) and (ii) of Regulation S -X and
condensed financial information prescribed by Rule 12 -04 of Regulation S -X in
accordance with Rule 5 -04 of Regulation S -X.

Note 12 – Net Loss Per Share, page F -37

17. Please tell us how you computed net income allocated to participating preferred
stockholders under the two -step method for the six months ended  June 30, 2013 and
explain your basis for the allocation.  In this regard, reference is made to the last
paragraph on page F -27 which discloses that convertible preferred stock holders are
entitled to dividends, if declared, prior and in preference to comm on stock.  Please
explain how these convertible preferred stock dividend rights were considered in the
allocation.

18. Reference is made to the last table on page F -37 which discloses that 106,896,493
potential common shares from the conversion of preferred s tock are excluded from the
calculation of diluted earnings per share for the six months ended June 30, 2013.
Earnings were allocated to the participating preferred stock in the calculation of diluted
earnings per share.  As such, tell us your consideratio n of disclosing that zero potential
common shares from the conversion of preferred stock are excluded from the calculation
of diluted earnings per share for the six months ended June 30, 2013.

Kristina Salen
 Etsy, Inc.
 December 3, 2014
 Page 5

 Note 13 – Segment and Geographic Information, page F -38

19. We note your disclosure throughout the filing regarding revenue from the 3.5% fee for
completed transactions, revenue from the $0.20 listing fee, revenue from promoted
listings, revenue from direct checkout, revenue from shipping labels and revenue from
whol esale enrollment fees.  Please tell us your consideration of disclosing revenues from
these sources or in another manner pursuant to ASC 280 -10-50-40.

20. Please disclose revenues attributed to individual foreign countries, to the extent material.
Refer to A SC 280 -10-50-41a.

Incubart SAS, F -56

21. Please tell us your consideration of including Incubart SAS interim financial statements
for the three months ended March 31, 2014.  Refer to Item 8.A.5 of Form 20 -F.

Part II

Item 17. Undertakings, page II -3

22. Please  provide the undertakings required by Item 512(a)(6) of Regulation S -K.

You may contact Ta Tanisha Meadows , Staff Accountant,  at (202) 551 -3322 , or Adam
Phippen , Staff Accountant, at (202) 551 -3336  if you have questions regarding comments on the
financial statements and related matters.  Please contact Jacqueline Kaufman, Staff Att orney, at
(202) 551 -3797, Diet rich King, Legal Branch Chief, at (202) 551 -3338, or me at (202) 551 -3720
with any other que stions.

Sincerely,

 /s/ Dietrich A. King for

 Mara L. Ransom
Assistant Director

cc: Jordan J. Breslow, Esq.
 Richard C. Blake, Esq.