SecProbe.io

March 19, 2015

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

Re: Etsy, Inc.
Registration Statement on Form S -1
Filed March 4, 2015
  File No. 333-202497

Dear Mr. Salen :

We have reviewed your 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 amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Gatefold of Prospectus

1. We note the fifth page of the artwork provided. Please provide additional context so a
reader not familiar with your industry can understand the information included in your
artwork. In this regard, we note the following:

 Your references to “several converging macroeconomic” trends and how each of
them will “ benefit millions of people” under the section titled “Our Opportunity”.

 Your references to $280B and $695B under the section titled “Trends in our Favor.”
Please clarify what these amounts represent (e.g. revenues).

 Your depiction titled “Manufacturing”  under the “Trends in our Favor” section.
Please describe how your reference to “19 or fewer employees” relates to your
reference to “responsible manufacturers.”

Kristina Salen
Etsy, Inc.
March 19, 2015
Page 2

 Please note that this comment is also applicable the Business section.

Executive Compensatio n

Annual Cash Incentive Bonuses, page 128

2. We note your disclosure that in 2014 payouts were made under the annual cash incentive
plan. Please provide the material terms of the non -equity incentive plan award made to
the named executive officers and a general description of the formula or criteria applied
in determining the amounts payable. Refer to Item 402(o)(5) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 shou ld the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to de legated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiven ess as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

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

Kristina Salen
Etsy, Inc.
March 19, 2015
Page 3

 financial statements and related matters.  Please contact J ennifer Lopez , Staff At torney, at (202)
551-3792 , or me at (202) 551 -3720 with any other questions.

Sincerely,

 /s/ Mara L.  Ransom

Mara L. Ransom
Assistant Director