SecProbe.io

Mail Stop 3561
July 5, 2016

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

Re: Etsy, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed March 1, 2016
Form 8 -K Filed February 23, 2016
Form 10 -Q for the Fiscal Quarter Ended March 31, 2016
Filed May 5, 2016
File No. 001 -36911

Dear Ms. Salen :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days b y providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments , we may have  additional comments.

Form 10 -K for the Fiscal Year December 31, 2015

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Non-GAAP Financial Measures

Adjusted EBITDA, page 40

1. We note that the non -GAAP measure Adjusted EBITDA is presented in your Selected
Consolidated Financial and Other Data for four years on page 37; however, the
reconciliation to net loss , as seen on page 41 , only reconciles the most recent three years.
Please revis e to include a reconciliation of this non -GAAP measure to the most

Kristina Salen
 Etsy, Inc.
 July 5, 2016
 Page 2

 comparable GAAP measure for each period that this non -GAAP measure has been
presented in your filing.  Refer to the guidance outlined in Item 10(e) of Regulation S -K.

Results of Operations

Comparison of Years Ended December 31, 2014 and 2015 , page 48

2. We note that the growth in seller services was primarily due to an increase in Promoted
Listings revenue.  We also note from your February 23, 2016 earnings call that the
percentage of active  sellers using this service decreased 100 basis points and you changed
your pricing model.  Please revise your disclosure to provide your investors with
information similar to that disclosed in your earnings call as discussion of the offsetting
factors of usage and pricing is more informative tha n simply stating that revenue
increased due to the re -launch of this service.  Please refer to Item 303(A)(3)(ii) and
(A)(3)(iii) of Regulation S -K.

Item 8. Financial Statements and Supplementary Data

Notes to Con solidated Financial Statements

Note 11 —Income Taxes , page 94

3. We note you recorded assets on your balance sheet titled “Deferred tax charge – current”
and “Deferred tax charge – net of current portion.”  Based on the disclosures in your
footnotes, we are unclear what these assets represent.  Please tell us in reasonable detail
the nature of these assets and how they are explained in the footnotes to your financial
statements.

Form 8 -K Filed February 23, 2016

4. We note that you furnished under Item 2.02 of Form 8 -K a press release describing your
earnings for the fourth quarter and annual 2015  periods .  We note that the only
profitability measure disclosed  in the tabular “Financial Summary” on the first page of
your earnings release is Adj usted EBITDA.  It appears that this disclosure along with
your subsequent narrative analysis of this metric may be  inconsistent with Question
102.10 of the updated Compliance a nd Disclosure Interpretations  on Non-GAAP
Financial Measures issued on May 17, 2016.  Please review this guidance when preparing
your next earnings release.  This comment also applies to the press release in your Form
8-K dated May 3, 2016.

Form 10 -Q for  the Fiscal Quarter Ended March 31, 2016

Item 2. Management ’s Discussion and Analysis of Financial Condition and Results of
Operations

Kristina Salen
 Etsy, Inc.
 July 5, 2016
 Page 3

Comparison of Three Months Ended March 31, 2015 and 2016, p age 23

5. We note that the integration of PayPal  was one of the primary drivers of the increase in
your revenue when compared to the prior first quarter .  We also note that you integrated
PayPal into your Direct Checkout  service in the fourth quarter  of 2015 , and you disclose
that the first quarter continued to benefit from this integration.  Please tell us and consider
revising your disclosure to better explain how long management expects revenue to
continue increasing solel y as a result of the fourth quarter integration of PayPal.  In this
regard, given that the entire first quarter reflected the integration of PayPal, it is unclear
whether management expects any increase in revenue due to this integration in the
second quar ter as compared to the first quarter, or whether this will no longer be a factor
driving a difference in revenue once you compare two quarters that are both post -
integration of PayPal .

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact Melissa Blume, Staff Accountant  at (202)  551-7128  or me at (202)  551-
3737  with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products