SecProbe.io

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 September 29, 2025

Lanny Baker
Chief Financial Officer
Etsy, Inc.
117 Adams Street
Brooklyn, NY 11201

 Re: Etsy, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 19, 2025
Dear Lanny Baker:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
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 Document VIA EDGAR September 25, 2025 Mr. Robert Shapiro Mr. Doug Jones Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re:     Etsy, Inc.     Form 10-K for the Fiscal Year Ended December 31, 2024     File No. 001-36911 Dear Mr. Shapiro and Mr. Jones, This letter is submitted on behalf of Etsy, Inc. ( “ Etsy ” or the “ Company ” ) in response to the letter dated September 8, 2025 from the Staff of the Division of Corporation Finance, Office of Trade & Services (the “ Staff ” ) of the Securities and Exchange Commission (the “ SEC ” ) regarding the Company’s Form 10-K for the fiscal year ended December 31, 2024 (the “ 2024 Form 10-K ” ). For your convenience, the Staff’s comments are set forth in italics below, followed by Etsy’s response. Capitalized terms used but not otherwise defined herein are as defined in the 2024 Form 10-K. ******************************************** Form 10-K for Fiscal Year Ended December 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Comparison of 2024 and 2023, page 76 1. Please quantify all factors cited as contributing to variances between periods. In doing so, describe the relative degree of the impact of each of volume and pricing referred to in the analysis of revenue. Refer to the introductory paragraph of Item 303(b) of Regulation S-K and (b)(2)(i) therein, and section III.D of Release No. 33-6835 (501.04 of our Codification of Financial Reporting Policies) for guidance. We respectfully acknowledge the Staff’s comment. In preparing our disclosures, we considered Item 303(b) of Regulation S-K, including Item 303(b)(2)(i), as well as the SEC’s interpretive guidance in Release No. 33-6835 and Codification of Financial Reporting Policies §501.04. We strive to provide disclosure within Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) that allows investors to understand the material drivers of our results and to view the Company through the eyes of management. Our marketplaces connect over 8 million sellers, each setting their own product pricing, discounting, and promotional strategies, with over 90 million buyers who come to us to discover and purchase the goods offered by our sellers. Management regularly evaluates, and we seek to explain in our periodic reporting, the key factors influencing revenue performance. For our marketplace revenue, these factors may include, among others, changes in GMS, changes in the number of buyers and sellers, how many items a seller lists for sale and at what prices, how frequently buyers purchase, and how much buyers spend per purchase. Additionally, we offer optional services to sellers which they can use to help manage and grow their business (e.g., advertising and shipping labels), and our services revenue is influenced by multiple, interrelated factors including service adoption and usage by sellers. In our periodic reports, we provide tabular disclosure highlighting changes in our marketplace and services revenue. Consistent with how we manage the business, where a factor driving revenue performance is attributable to volume (e.g., GMS changes) or attributable to price (e.g., changes in transaction fee rates), we have historically disclosed it as such. In addition, where new product offerings or geographic expansion are a driver of revenue performance, we have historically described these incremental products and fees as “new” or “expanded.” We respectfully advise the Staff that, in certain cases, revenue drivers are evaluated by management on a holistic basis due to the complexity of the interplay of volume, price, geography or other mix shift, with the driver of the revenue change not precisely tracked or quantified in a manner that can be reliably reported in a periodic report. In these cases, the revenue drivers have been qualitatively described and listed in the order of significance as factors contributing to period-over-period changes in revenue. Going forward, we will continue to assess the material drivers of variances between periods and in future periodic reports, where practicable, we will provide further quantification of such variances. We will also assess and provide further qualitative and quantitative discussion to the extent material drivers are attributable to pricing or volume. Liquidity and Capital Resources Historical Cash Flows Net Cash Provided by Operating Activities, page 81 2. Net cash provided by operating activities increased $47.0 million in 2024 compared to 2023. We note cash paid for income taxes, net of refunds, increased approximately $47.0 million in 2024 compared to 2023 which decreases operating cash flow for 2024, though not described here as a material factor affecting operating cash flows between periods. From the preceding, it appears there is $94 million or more in factors contributing to the increase in 2024 not specified or quantified, exclusive of the disclosed impact of decreased cash net income that is not quantified. Please revise to specifically state and quantify all material factors contributing to the change in operating cash flows between periods. Refer to the guidance noted above. In regard to your reference to "cash net income," please explain to us and disclose what this represents and how it is determined. We respectfully acknowledge the Staff’s comment. In preparing our disclosures, we considered the requirements of Item 303 of Regulation S-K which require specifying and quantifying the material factors affecting operating cash flows between periods, while aligning with the way management evaluates our cash flow performance. Our analysis of changes in operating cash flows focuses on revenue generation and net income, working capital movements, and non-cash items. Income taxes paid generally impact a combination of net income after considering non-cash items and our working capital. In our 2024 10-K, our operating cash flow disclosure noted a decrease in net income after considering non-cash items, which reduced operating cash flow. This decrease was partially due to the increase in cash used to pay income taxes, among many other factors. With respect to the $94 million in factors, as referenced in your letter, contributing to the increase in operating cash flow, we disclosed that the increase was primarily due to timing of the payment of prepaid expenses and other current assets, which represents normal fluctuations in our working capital. In future periodic filings, we will further quantify changes, where material, to operating cash flows. In addition, we acknowledge the Staff’s comment regarding our reference to “cash net income.” In future filings, we will no longer use the term “cash net income,”, which was meant to indicate our net income after considering non-cash items, in our MD&A discussion of operating cash flows or elsewhere. Instead, we will use “net income (loss), after considering non-cash items”, consistent with the presentation in the consolidated statements of cash flows, to ensure clarity and alignment with GAAP terminology. ******************************************** Please contact me, at lbaker@etsy.com, or Colin Stretch, our Chief Legal Officer, at cstretch@etsy.com if you have any further questions. Very truly yours, /s/ Lanny Baker Lanny Baker Chief Financial Officer cc:     Colin Stretch, Chief Legal Officer, Etsy, Inc. Merilee Buckley, Chief Accounting Officer, Etsy, Inc. Nicole Brookshire, Davis Polk & Wardwell LLP

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 VIA EDGAR

 September 10, 2025

 Mr. Robert Shapiro

 Mr. Doug Jones

 Division of Corporation
Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Etsy, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 File No. 001-36911

 Dear Mr. Shapiro
and Mr. Jones,

 On behalf of our
client, Etsy, Inc. (the "Company"), we are submitting this letter in response to your correspondence dated September 8, 2025
concerning the Company's Form 10-K for the fiscal year ended December 31, 2024. In that letter, you requested that the Company
respond to the comments contained in the letter within ten business days or advise the Staff when the Company will respond. The Company
respectfully requests a five business day extension of the original due date requested by the Staff in order to allow it to prepare a
response to the Staff's comments. We anticipate that the Company's response will be submitted to your office no later than
September 29, 2025.

 Very truly yours,

 /s/ Nicole Brookshire

 Nicole Brookshire

 cc:
 Etsy, Inc.

 Lanny Baker, Chief Financial Officer

 Colin
Stretch, Chief Legal Officer and Corporate Secretary

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<TEXT>
 September 8, 2025

Lanny Baker
Chief Financial Officer
Etsy, Inc.
117 Adams Street
Brooklyn, NY 11201

 Re: Etsy, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 19, 2025
Dear Lanny Baker:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of 2024 and 2023, page 76

1. Please quantify all factors cited as contributing to variances between
periods. In doing
 so, describe the relative degree of the impact of each of volume and
pricing referred to
 in the analysis of revenue. Refer to the introductory paragraph of Item
303(b) of
 Regulation S-K and (b)(2)(i) therein, and section III.D of Release No.
33-6835
 (501.04 of our Codification of Financial Reporting Policies) for
guidance.
 September 8, 2025
Page 2
Liquidity and Capital Resources
Historical Cash Flows
Net Cash Provided by Operating Activities, page 81

2. Net cash provided by operating activities increased $47.0 million in
2024 compared to
 2023. We note cash paid for income taxes, net of refunds, increased
approximately
 $47.0 million in 2024 compared to 2023 which decreases operating cash
flow for
 2024, though not described here as a material factor affecting operating
cash flows
 between periods. From the preceding, it appears there is $94 million or
more in factors
 contributing to the increase in 2024 not specified or quantified,
exclusive of the
 disclosed impact of decreased cash net income that is not quantified.
Please revise to
 specifically state and quantify all material factors contributing to the
change in
 operating cash flows between periods. Refer to the guidance noted above.
In regard to
 your reference to "cash net income," please explain to us and disclose
what this
 represents and how it is determined.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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United States securities and exchange commission logo
September 21, 2021
Rachel Glaser
Chief Financial Officer
Etsy, Inc.
117 Adams Street
Brooklyn, NY 11201
Re:Etsy, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 26, 2021
File No. 001-36911
Dear Ms. Glaser:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Etsy, Inc.

117 Adams Street

Brooklyn, New York 11201

VIA EDGAR

September 10, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:  Aamira Chaudhry and Theresa Brillant

Re:      Etsy, Inc.

Form 10-K for Fiscal Year Ended December 31, 2020

Filed February 26, 2021

File No. 001-36911

Dear Ms. Chaudhry and Ms. Brillant:

           This letter is submitted on behalf of Etsy, Inc. (“Etsy” or the “Company”) in response to the letter dated August 4, 2021 from the Office of Trade & Services in the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) relating to Etsy’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”). For your convenience, the Staff’s comment is set forth in italics below, followed by Etsy’s response.

Form 10-K for Fiscal Year Ended December 31, 2020

Item 1A. Risk Factors, page 66

1.We note that your forum selection provision identifies the Court of Chancery of the  State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your filing to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

The Company acknowledges the Staff’s comment and respectfully advises that it will revise its future filings with the SEC to clarify that the Company’s forum selection provision does not apply to actions arising under the Securities Act or Exchange Act.  Set forth below for the Staff’s consideration is a draft of the Company’s proposed revision to the risk factor.  For the Staff’s convenience, the proposed new text is underlined below.

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

•any derivative action or proceeding brought on our behalf,;

•any action asserting a breach of fiduciary duty,;

•any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation or our bylaws or; and

•any action asserting a claim against us that is governed by the internal affairs doctrine.

This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims.  While the Delaware courts have determined that choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than that designated in our exclusive forum provision. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provision of our certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees and may discourage these types of lawsuits. Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

*****

Should you have any additional questions or comments, please contact me at rglaser@etsy.com or Jill Simeone, our Chief Legal Officer and Corporate Secretary, at jsimeone@etsy.com.

Sincerely,

ETSY, INC.

s/Rachel Glaser

Name:  Rachel Glaser

Title:    Chief Financial Officer

cc:  Jill Simeone

United States securities and exchange commission logo
August 4, 2021
Rachel Glaser
Chief Financial Officer
Etsy, Inc.
117 Adams Street
Brooklyn, NY 11201
Re:Etsy, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 26, 2021
File No. 001-36911
Dear Ms. Glaser:
            We have reviewed your filing 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 business days by providing the requested
information or advise 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 Ended December 31, 2020
Item 1A. Risk Factors., page 66
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your filing to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.

 FirstName LastNameRachel Glaser
 Comapany NameEtsy, Inc.
 August 4, 2021 Page 2
 FirstName LastName
Rachel Glaser
Etsy, Inc.
August 4, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
July 8, 2020
Rachel Glaser
Chief Financial Officer
Etsy, Inc.
117 Adams Street
Brooklyn, NY 11201
Re:Etsy, Inc.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 27, 2020
File No. 001-36911
Dear Ms. Glaser:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Kathleen McCabe

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VIA EDGAR

June 23, 2020

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

Attention:  Robert Shapiro, Senior Staff Accountant, Office of Trade & Services

Re:    Etsy, Inc.

Form 10-K for Fiscal Year Ended December 31, 2019

Filed February 27, 2020

File No. 001-36911

Dear Mr. Shapiro:

           This letter is submitted on behalf of Etsy, Inc. (“Etsy” or the “Company”) in response to the letter dated June 8, 2020 from the Office of Trade & Services in the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission relating to Etsy’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”). For your convenience, the Staff’s comments are set forth in italics below, followed by Etsy’s response. Capitalized terms used but not otherwise defined herein are as defined in the Form 10-K.

Form 10-K for Fiscal Year Ended December 31, 2019

Management's Discussion and Analysis of Results of Operations and Financial Condition Comparison of Years Ended December 31, 2019 and 2018

Revenues, page 70

1.     We note your response to prior comments two and three. However, these revisions do not quantify the factors cited with regard to Services revenue. To the extent information is available, please revise to quantify the drivers and factors impacting Services revenues including the impacts of changes in volume and price.

We also note that you propose to eliminate disclosure of changes in components of your Marketplace and Services revenues, such as the 49 percent increase in transaction fee

revenue, the 26 percent increase in payments revenue, the 17 percent increase in listing fee revenue, and the 51 percent increase in advertising revenue. In your response to our prior comment five, you appear to indicate the CODM reviews components of Marketplace and Services revenues if they represent a significant change with respect to revenue that is not   correlated to GMS. In this regard, we note that GMS increased 27 percent in 2019 and, therefore, that several of the components' changes did not correlate to GMS. It appears there were similar differences between growth in GMS and components in 2018 as well. In your response you also state that in your press releases, earnings calls, investor slides and presentations at investor conferences, you do not report amounts at a level disaggregated

below Marketplace and Services revenues. However, we note that in your first quarter earnings call you discussed strong growth in revenue related to advertising, which was up approximately 70% year-over-year.

Based on this, it appears that changes in components often do not correlate to GMS. It therefore appears that disclosure of the changes in components would be meaningful to investors' understanding of the drivers of your revenue, especially if they are reviewed by the CODM when they differ from GMS, as has frequently been the case. We also believe that providing the percent changes absent absolute dollar amounts does not provide sufficient context for the percentage changes. Finally, given the apparent frequency with which the CODM has historically reviewed changes in these components (based on their divergence from GMS in 2019 and 2018 as reported in your MD&A), we believe you should reassess your disaggregated revenue disclosure.

The Company respectfully acknowledges the Staff’s comment. As discussed with the Staff, set forth below for the Staff’s consideration is a draft of the Company’s proposed disclosure, as applied to the disclosure beginning on page 70 of the Company’s Form 10-K for the year ended December 31, 2019 and page 30 of the Company’s Form 10-Q for the quarter ended March 31, 2020. For the Staff’s convenience, the proposed new text is underlined below.

Comparison of Years Ended December 31, 2019 and 2018

Revenue

Revenue increased $214.7 million, or 35.6%, to $818.4 million in the year ended December 31, 2019, which included $19.1 million related to the results of Reverb, compared to the year ended December 31, 2018, of which 72.5% consisted of Marketplace revenue and 27.5% consisted of Services revenue.

Marketplace revenue increased $148.9 million, or 33.5%, to $593.6 million in the year ended December 31, 2019 compared to the year ended December 31, 2018. A significant majority of this increase was due to This growth corresponded with a 26.5% an increase in the volume of GMS on our marketplaces to a total of $5.0 billion for the year ended December 31, 2019. A significant majority of the GMS growth was driven by the Etsy marketplace. The balance was due to our acquisition of Reverb, whose revenue consisted principally of Marketplace revenue. To a lesser extent, the increase in Marketplace revenue increased at a faster rate than GMS primarily was due to the full-year impact of pricing updates to increase our seller in transaction fees revenue and payments revenue from 3.5% to 5% that occured in July 2018, and the calculation of that fee based on the cost of shipping in addition to the cost of the item. for the year ended December 31, 2019 compared to the year ended December 31, 2018. Transaction revenue increased 48.9% year-over-year, primarily driven by our 2018 pricing updates, which drove approximately 30% of the 48.9% increase.

Within the increase in volume of GMS, Payments revenue increased 25.7%, largely driven by overall GMS growth trends. The share of Etsy.com GMS processed through our Etsy Payments

platform was 89% for the year ended December 31, 2019, up from 86% for the year ended December 31, 2018, primarily due to the transition of sellers in eligible countries to the platform. Listing fee revenue grew 16.6%, driven by an increase in charged listings year-over-year corresponding with the increase in overall GMS growth. Marketplace revenue also increased due to the acquisition of Reverb.

Services revenue increased $65.8 million, or 41.4%, to $224.7 million in the year ended December 31, 2019 compared to the year ended December 31, 2018. A significant majority of this increase was due to The growth in Services revenue was primarily driven by an increase in advertising revenue (formerly referred to as Promoted Listings and Google Shopping) up 51.3%, which the growth in Services revenue was primarily driven by an increased by of51.3% year-over-year. in advertising revenue (formerly referred to as Promoted Listings and Google Shopping),  which represented a significant majority of the overall Services revenue increase,  up 51.3%. The increase in advertising revenue was due to higher click volume on Promoted Listing and revenue from Google Shopping. We launched our new unified ad platform, Etsy Ads, in the third quarter of 2019, which combines Promoted Listings, Etsy.com’s on-site ads platform, and Google Shopping, an off-site marketing tool for Etsy.com sellers. With the shift to Etsy Ads, amounts spent on Google Shopping, which were previously recorded on a net basis in Other revenue, are recorded on a gross basis in Services revenue with an offsetting expense recorded in cost of revenue. The increase in advertising revenue was due to higher click volume and revenue from Google Shopping. At December 31, 2019, 16.6% of Etsy active sellers used Etsy’s advertising services.

3/31/20 10Q

Comparison of Three Months Ended March 31, 2020 and 2019

Revenue

Revenue increased $58.7 million, or 34.7%, to $228.1 million in the three months ended March 31, 2020 compared to the three months ended March 31, 2019, of which 68.4% consisted of Marketplace revenue and 31.6% consisted of Services revenue.

Marketplace revenue increased $28.8 million, or 22.6%, to $155.9 million in the three months ended March 31, 2020 compared to the three months ended March 31, 2019. This increase was substantially all due to an This growth corresponded with a 32.2% increase in the volume of GMS on our marketplaces to a total of $1.4 billion for the three months ended March 31, 2020 for a total of $1.4 billion. A significant majority of the GMS growth was driven by the Etsy marketplace. The balance was due to our acquisition of Reverb, whose revenue consisted principally of Marketplace revenue.

Within the increase in volume of GMS, Payments revenue increased 31.5%, largely driven by overall GMS growth trends. The share of Etsy.com GMS processed through our Etsy Payments platform was 89% in the three months ended March 31, 2020, up from 86% in the three months ended March 31, 2019, primarily due to the transition of sellers in eligible countries to the platform. Transaction revenue increased 20.4% and listing fee revenue grew 11.9% driven by overall GMS growth. Marketplace revenue also increased due to the acquisition of Reverb.

Services revenue increased $30.0 million, or 71.1%, to $72.1 million in the three months ended March 31, 2020 compared to the three months ended March 31, 2019. A significant majority of

this increase was due to an increase in advertising revenue (formerly referred to as Promoted Listings and Google Shopping), which increased by 70.2% quarter-over-quarter The growth in Services revenue was primarily driven by an increase in Advertising revenue (formerly referred to as Promoted Listings and Google Shopping), which represented a significant majority of the overall Services revenue increase, up 70.2%, and, to a lesser extent, Shipping Label revenue, which was up 99.1% from the prior year quarter. The increase in Advertising revenue was due to higher click volume on Promoted Listings and revenue from Google Shopping. We launched our new unified ad platform, Etsy Ads, in the third quarter of 2019, which combines Promoted Listings, Etsy.com’s on-site ads platform, and Google Shopping, an off-site marketing tool for Etsy.com sellers. With the shift to Etsy Ads, amounts spent on Google Shopping, which were previously recorded on a net basis, are recorded on a gross basis in Services revenue with an offsetting expense recorded in cost of revenue. The increase in Advertising revenue was due to higher click volume and revenue from Google Shopping. The increase in Shipping Label revenue reflects a combination of an increase in label volume and an increase in average margin per label.”

The Company advises the Staff that effective as of the end of first quarter 2020 the Company’s advertising model shifted where seller listings were migrated to the Company’s new Offsite Ads service. The Company will pay the upfront costs to promote Etsy sellers’ listings on multiple internet platforms without any upfront costs for sellers. When a shopper clicks on an online offsite ad featuring a seller’s listing and purchases from their shop, the seller will pay the Company an advertising fee on that order - only when they make a sale. The Etsy Ads service will now be a dedicated on-site advertising program for sellers to promote their listings to shoppers on Etsy.  The revenue generated from this new Offsite Ads service will be reported in Marketplace revenue.  The Company advises the Staff that it will continue to provide similar qualitative disclosure as noted above, as appropriate, with regard to the material drivers of the increases and/or decreases period-over-period to Marketplace Revenue and Services Revenue.

*  *  *  *

Should you have any additional questions or comments, please contact me at rglaser@etsy.com or Jill Simeone, our General Counsel, at jsimeone@etsy.com.

Sincerely,

ETSY, INC.

/s/ Rachel Glaser

Name:  Rachel Glaser

Title:    Chief Financial Officer

cc:  Jill Simeone

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VIA EDGAR

June 22, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Robert Shapiro, Senior Staff Accountant, Office of Trade & Services

Re:

Etsy, Inc.

Form 10-K for Fiscal Year Ended December 31, 2019

Filed February 27, 2020

File No. 001-36911

Dear Mr. Shapiro:

This letter is submitted on behalf of Etsy, Inc. (“Etsy”) in response to the letter dated June 8, 2020 from the Office of Trade & Services in the Division of Corporation Finance of the U.S. Securities and Exchange Commission relating to Etsy’s Annual Report on Form 10-K for the year ended December 31, 2019. As discussed, we respectfully request an extension of ten business days to respond to your comments. If granted, this requested extension would result in our submission of a response on or before July 6, 2020.

Should you have any additional questions or comments, please contact me at kmccabe@etsy.com.

Sincerely,

ETSY, INC.

/s/ Kathleen McCabe

Name: Kathleen McCabe

Title:VP, Corporate & Securities

cc: Jill Simeone

United States securities and exchange commission logo
June 8, 2020
Rachel Glaser
Chief Financial Officer
Etsy, Inc.
117 Adams Street
Brooklyn, NY 11201
Re:Etsy, Inc.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 27, 2020
File No. 001-36911
Dear Ms. Glaser:
            We have reviewed your May 28, 2020 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 5, 2020 letter.
Form 10-K for the Year Ended December 31, 2019
Management's Discussion and Analysis of Results of Operations and Financial Condition
Comparison of Years Ended December 31, 2019 and 2018
Revenues, page 70
1.We note your response to prior comments two and three.  However, these revisions do not
quantify the factors cited with regard to Services revenue. To the extent information is
available, please revise to quantify the drivers and factors impacting Services revenues
including the impacts of changes in volume and price.

We also note that you propose to eliminate disclosure of changes in components of your
Marketplace and Services revenues, such as the 49 percent increase in transaction fee
revenue, the 26 percent increase in payments revenue, the 17 percent increase in listing

 FirstName LastNameRachel Glaser
 Comapany NameEtsy, Inc.
 June 8, 2020 Page 2
 FirstName LastName
Rachel Glaser
Etsy, Inc.
June 8, 2020
Page 2
fee revenue, and the 51 percent increase in advertising revenue.  In your response to our
prior comment five, you appear to indicate the CODM reviews components of
Marketplace and Services revenues if they represent a significant change with respect to
revenue that is not correlated to GMS.  In this regard, we note that GMS increased 27
percent in 2019 and, therefore, that several of the components' changes did not correlate to
GMS.  It appears there were similar differences between growth in GMS and components
in 2018 as well.  In your response you also state that in your press releases, earnings calls,
investor slides and presentations at investor conferences, you do not report amounts at a
level disaggregated below Marketplace and Services revenues.  However, we note that in
your first quarter earnings call you discussed strong growth in revenue related to
advertising, which was up approximately 70% year-over-year.

Based on this, it appears that changes in components often do not correlate to GMS.  It
therefore appears that disclosure of the changes in components would be meaningful to
investors' understanding of the drivers of your revenue, especially if they are reviewed by
the CODM when they differ from GMS, as has frequently been the case.  We also believe
that providing the percent changes absent absolute dollar amounts does not provide
sufficient context for the percentage changes.  Finally, given the apparent frequency with
which the CODM has historically reviewed changes in these components (based on their
divergence from GMS in 2019 and 2018 as reported in your MD&A), we believe you
should reassess your disaggregated revenue disclosure.
            You may contact Robert Shapiro at (202) 551-3273 or Lyn Shenk at (202) 551-3380 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Kathleen McCabe

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VIA EDGAR

May 28, 2020

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

Attention:  Robert Shapiro, Senior Staff Accountant, Office of Trade & Services

Re:    Etsy, Inc.

Form 10-K for Fiscal Year Ended December 31, 2019

Filed February 27, 2020

File No. 001-36911

Dear Mr. Shapiro:

           This letter is submitted on behalf of Etsy, Inc. (“Etsy” or the “Company”) in response to the letter dated May 5, 2020 from the Office of Trade & Services in the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission relating to Etsy’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”). For your convenience, the Staff’s comments are set forth in bold below, followed by Etsy’s response. Capitalized terms used but not otherwise defined herein are as defined in the Form 10-K.

Form 10-K for Fiscal Year Ended December 31, 2019

Management's Discussion and Analysis of Results of Operations and Financial Condition

Non-GAAP Financial Measures, page 59

1.    To avoid giving undue prominence to non-GAAP measures in your MD&A, please consider moving this section so that it follows results of operations disclosure.

In response to the Staff’s comment, the Company will move the location of its discussion of non-GAAP financial measures, which is currently contained on pages 59-61 of the 2019 Annual Report to follow the Results of Operations disclosure in the Company’s future Annual Reports on Form 10-K beginning with the year ending December 31, 2020.  The Company notes that the non-GAAP financial measures section of its Form 10-Q periodic reports have historically followed its Results of Operations disclosure.

Comparison of Years Ended December 31, 2019 and 2018

1

Revenues, page 70

2.    We note that on July 16, 2018, you increased your seller transaction fee from 3.5% to 5%, and now apply it to the cost of shipping in addition to the cost of the item.  We also note that GMS increased 26.5% in the year ended December 31, 2019.  Please revise to quantify the impacts of changes in price and volume on your revenue.  Refer to Item 303(a)(3)(iii) of Regulation S-K.

The Company acknowledges the Staff’s comment #2 and comment #3 below.  In response to the Staff’s comments, the Company will revise the disclosure in its Marketplace revenue discussion to provide additional clarity on the impact to revenue of changes in price and volume.  The Company advises the Staff that the Company has only implemented one price change to date, which occurred in 2018.  Further, the Company advises the Staff that, given the historical consistency of the average value of the products sold on its marketplaces, the volume driver of the Company’s Marketplace revenue is gross merchandise sales (“GMS”), which the Company defines as the total value of sales processed through its marketplaces.  Further, the primary trends driving the Company’s Services revenue are GMS, the number of active sellers and the number of active buyers.  For example, more sales on the Company’s platform are reflective of more services being utilized by Etsy sellers, which are a function of more sales occurring on the Company’s marketplaces, more sellers selling in the marketplaces and more active buyers purchasing in the marketplaces.  It is trends relating to these key metrics that have corresponding material impact on the Company’s Services revenue.

Set forth below is an example of the Company’s proposed disclosure to address the Staff’s comments #2 and #3, relating to the description of material drivers of revenue as required under Item 303(a)(3)(i) and (iii) of Regulation S-K, as applied to the disclosure appearing on page 70 of the 2019 Annual Report.  The Company will plan to include this disclosure in its future quarterly and annual periodic reports to be filed with the SEC.

Proposed disclosure addressing the Staff’s comment #2:

“Marketplace revenue increased $148.9 million, or 33.5%, to $593.6 million in the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase was primarily due to a 26.5% increase in GMS to a total of $5.0 billion for the year ended December 31, 2019. Marketplace revenue increased at a faster rate than GMS primarily driven by our 2018 pricing changes, which drove approximately 30% of the overall increase in Marketplace revenue. To a lesser extent, Marketplace revenue also increased following the acquisition of Reverb."

2

Proposed disclosure addressing the Staff’s comment #3:

"Services revenue increased $65.8 million, or 41.4%, to $224.7 million in the year ended December 31, 2019 compared to the year ended December 31, 2018.  The increase was primarily due to an increase in advertising revenue, which was due to a 26.5% increase in GMS, as well as a 27.6% increase in Active Sellers and 17.5% increase in Active Buyers.  To a lesser extent, the increase in advertising revenue was also driven by the treatment of Google Shopping in our revenue.  With the shift to Etsy Ads, amounts spent on Google Shopping, which were previously recorded on a net basis in Other revenue, are recorded on a gross basis in Services revenue with an offsetting expense recorded in cost of revenue."

3.    We note your disclosure of percentage changes in various components of marketplace and services revenues, such as the 48.9% increase in transaction revenue and the 25.7% increase in payments revenue.  The presentation of these percentages absent absolute dollar amounts do not provide sufficient context for understanding the magnitude of the changes on your results.  Please revise to provide absolute dollar amounts for material components of your revenues to provide context for these percentage changes.  Refer to Item 303(a)(3)(i) of Regulation S-K.

Please see the Company’s response to the Staff’s comment #2 above, which incorporates the Company’s response to this comment #3.

4.    Your discussion and analysis of revenue begins with three paragraphs discussing metrics such as gross merchandise sales (GMS) and active users in narrative form.  While we understand you believe these metrics are important to understanding changes in revenue, we believe your disclosure could be made more clear if these metrics were presented in tabular form after revenue in the leading table in this section with the remaining narrative text focused on explaining why revenue results (and the related metrics) changed.  We also believe your narrative discussion should give prominence to the discussion of revenue, with metrics being discussed secondarily to explain the changes in revenue as applicable.

In response to the Staff’s comment, the Company will revise its discussion of the Revenue portion of its Results of Operations disclosure in its future periodic filings, beginning with the Company’s Form 10-Q for its second quarter 2020 ending June 30, 2020.  The Company advises the Staff that it will move the paragraphs relating to GMS to the Key Operating and Financial Metrics discussion, where these metrics are shown in tabular form in the first instance. Additionally, the Company will begin the narrative text under the revenue table with a discussion of the changes in revenue and the drivers of

3

those changes, incorporating the related metrics that are material drivers of the changes in revenue into such discussion for the relevant period, which the Company has illustrated in its response to comments #2 and #3 above.

Notes to the Consolidated Financial Statements

Note 2 - Revenue, page 110

5.    Please tell us whether this table is intended to provide disclosure of revenue on a disaggregated basis pursuant to ASC 606-10-50-5.  We note from your disclosure in the business section on page 2 and from your results of operations on page 70 that your marketplace revenue includes separate amounts for transaction fees, listing fees, and payment processing fees.  We also note that services revenue includes separate amounts for advertising and shipping labels.  Finally, we note from your results of operations disclosure that revenue growth from these various types of service fees increased at varying rates, ranging from approximately 17% to over 51% (based on available percentages disclosed).  Please tell us how you considered these different types of service fees, some of which we note you adjust from time to time, when determining your disaggregated revenue disclosure.  Refer to ASC 606-10-50-5 to 7 and 55-89 to 91.

The Company acknowledges the Staff’s comment and confirms that the revenue table is intended to provide disclosure of revenue on a disaggregated basis pursuant to Accounting Standard Codification 606 (“ASC 606”).

Since the Company went public in April 2015, it has disaggregated revenue into Marketplace revenue and Services revenue, as the Company believes that this is the most accurate and meaningful depiction of how Etsy evaluates its business and that it complies with ASC 606.

Marketplace revenue currently consists of revenue derived from the Company’s core marketplace activities including listing items for sale, completing sales transactions, and payments processing. Services revenue consists of revenues derived from optional services that are not core to Etsy’s business.  These optional services are purchased by our sellers and primarily include advertising and shipping labels. Marketplace revenue represented 72.5% of the Company’s total revenue in 2019, a significantly more material revenue stream overall than Services revenue, which represented 27.5% of total revenue in 2019.

The Company also discloses revenue disaggregated by geographic region in its Segment and Geographic Information (footnote 7) included in the 2019 Annual Report. Revenue is

4

disaggregated between revenue earned in the United States and internationally based on the billing address of Etsy sellers. The Company believes that this is a meaningful disaggregation of revenue geographically, as the seller base is highly concentrated in the United States, with no other country making up more than 10% of the Company’s revenue. As such, no further disaggregation by geographic region was deemed necessary.

With respect to the guidance in ASC 606, the Company believes that this level of revenue disaggregation is the most meaningful representation of how Etsy manages its business based on the analysis below:

Nature

Revenue is derived from online services to the Company’s customers, who are sellers on the marketplaces.  As noted above, Marketplace revenue consists of revenue that is derived from the Company’s core marketplace activities, and is therefore mandatory for users of the marketplace.  Services revenue consists of optional services that a seller can elect to purchase.

Amount

There is a direct causal relationship between changes in GMS and changes in Marketplace revenue because Marketplace revenue is based on mandatory services.  While there is generally a correlation between changes in GMS and Services revenue, it is not a causal relationship as the Company’s Services have an indirect relationship with changes in GMS because certain services generate revenue whether or not GMS is generated.

Timing

The Company’s primary performance obligation is to provide continuous access to its marketplaces and stand-ready to perform the Company’s integrated marketplace activities. As the performance obligation is satisfied through continuous service, the services are transferred to the seller over time, in daily increments, with Marketplace revenue recognized for the services that are provided each day. Services revenue represents optional services, that are each considered to be separately identifiable performance obligations, transferred to the seller at a point in time, with revenue recognized at that point in time.

Uncertainty

Uncertainty of revenue is not a distinguishing factor between any of the Company’s revenue categories.

5

Information regularly reviewed by the Chief Operating Decision Maker (“CODM”)

Josh Silverman, Etsy’s CEO and CODM, is primarily focused on GMS when evaluating Etsy’s business. GMS represents the total value of sales processed through Etsy’s marketplaces. The monthly CODM package is primarily focused on operating metrics, financial performance measures, highlighting GMS and to a lesser extent, revenue, as compared to forecast and prior year results.  Separately the CODM reviews monthly financial results, periodic forecasts and annual budgets. There is no periodic narrative discussion of each of the revenue streams with the exception being if they represent a significant change with respect to revenue that is not correlated to GMS.

Disclosures Outside the Financial Statements

In the 2019 Annual Report, within Selected Consolidated Financial and Other Data and Key Operating and Financial Metrics sections, the Company discloses revenue disaggregated between Marketplace and Services.  In the Results of Operations section of the Company’s Form 10-K, the Company has historically provided a discussion of the individual revenue streams included within Marketplace and Services revenue only to help describe the drivers of total revenue.  In the Company’s press releases, earnings calls, investor slides and presentations at investor conferences, the Company does not report amounts at a level disaggregated below Marketplace and Services revenues.

Other information used to evaluate performance or resource allocation

The Company noted no other information, aside from the information discussed above, used to evaluate performance or resource allocation.

In determining the Company’s disaggregation disclosure of revenue, the Company also considered ASC 606-10-55-89 to 91 and evaluated each potential category by which the Company could disaggregate revenue.  When evaluating the potential categories into which to disaggregate revenue, both “Type of good or service” and “Timing of transfer of goods/services” indicated that Marketplace and Service revenue are the appropriate disaggregation categories, and the other categories do not have meaningful distinction within the structure of the Company’s business and revenue generation.

As such, the Company has concluded that the disaggregation of revenue solely into Marketplace and Services is the most appropriate to comply with ASC 606.

6

*****

Should you have any additional questions or comments, please contact me at rglaser@etsy.com or Jill Simeone, our General Counsel, at jsimeone@etsy.com.

Sincerely,

ETSY, INC.

_/s/ Rachel Glaser_______________

Name:  Rachel Glaser

Title:    Chief Financial Officer

cc:  Jill Simeone

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VIA EDGAR

May 15, 2020

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

Attention:  Robert Shapiro, Senior Staff Accountant, Office of Trade & Services

Re:

Etsy, Inc.

Form 10-K for Fiscal Year Ended December 31, 2019

Filed February 27, 2020

File No. 001-36911

Dear Mr. Shapiro:

           This letter is submitted on behalf of Etsy, Inc. (“Etsy”) in response to the letter dated May 5, 2020 from the Office of Trade & Services in the Division of Corporation Finance of the U.S. Securities and Exchange Commission relating to Etsy’s Annual Report on Form 10-K for the year ended December 31, 2019. As discussed, we respectfully request an extension of ten business days to respond to your comments. If granted, this requested extension would result in our submission of a response on or before June 3, 2020.

Should you have any additional questions or comments, please contact me at kmccabe@etsy.com or Alla Berenshteyn at aberenshteyn@etsy.com.

Sincerely,

ETSY, INC.

/s/ Kathleen McCabe

Name:  Kathleen McCabe

Title:    VP, Corporate & Securities

cc:  Jill Simeone, General Counsel and Secretary

United States securities and exchange commission logo
May 5, 2020
Rachel Glaser
Chief Financial Officer
Etsy, Inc.
117 Adams Street
Brooklyn, NY 11201
Re:Etsy, Inc.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 27, 2020
File No. 001-36911
Dear Ms. Glaser:
            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 business days by providing the requested
information or advise 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 Fiscal Year Ended December 31, 2019
Management's Discussion and Analysis of Results of Operations and Financial Condition
Non-GAAP Financial Measures, page 59
1.To avoid giving undue prominence to non-GAAP measures in your MD&A, please
consider moving this section so that it follows results of operations disclosure.
Comparison of Years Ended December 31, 2019 and 2018
Revenues, page 70
2.We note that on July 16, 2018, you increased your seller transaction fee from 3.5% to 5%,
and now apply it to the cost of shipping in addition to the cost of the item.  We also note
that GMS increased 26.5% in the year ended December 31, 2019.  Please revise to
quantify the impacts of changes in price and volume on your revenue.  Refer to Item
303(a)(3)(iii) of Regulation S-K.

 FirstName LastNameRachel Glaser
 Comapany NameEtsy, Inc.
 May 5, 2020 Page 2
 FirstName LastName
Rachel Glaser
Etsy, Inc.
May 5, 2020
Page 2
3.We note your disclosure of percentage changes in various components of marketplace and
services revenues, such as the 48.9% increase in transaction revenue and the 25.7%
increase in payments revenue.  The presentation of these percentages absent absolute
dollar amounts do not provide sufficient context for understanding the magnitude of the
changes on your results.  Please revise to provide absolute dollar amounts for material
components of your revenues to provide context for these percentage changes.  Refer to
Item 303(a)(3)(i) of Regulation S-K.
4.Your discussion and analysis of revenue begins with three paragraphs discussing metrics
such as gross merchandise sales (GMS) and active users in narrative form.  While we
understand you believe these metrics are important to understanding changes in revenue,
we believe your disclosure could be made more clear if these metrics were presented in
tabular form after revenue in the leading table in this section with the remaining narrative
text focused on explaining why revenue results (and the related metrics) changed.  We
also believe your narrative discussion should give prominence to the discussion of
revenue, with metrics being discussed secondarily to explain the changes in revenue as
applicable.
Notes to the Consolidated Financial Statements
Note 2 - Revenue, page 110
5.Please tell us whether this table is intended to provide disclosure of revenue on a
disaggregated basis pursuant to ASC 606-10-50-5.  We note from your disclosure in the
business section on page 2 and from your results of operations on page 70 that your
marketplace revenue includes separate amounts for transaction fees, listing fees, and
payment processing fees.  We also note that services revenue includes separate amounts
for advertising and shipping labels.  Finally, we note from your results of operations
disclosure that revenue growth from these various types of service fees increased at
varying rates, ranging from approximately 17% to over 51% (based on available
percentages disclosed).  Please tell us how you considered these different types of service
fees, some of which we note you adjust from time to time, when determining your
disaggregated revenue disclosure.  Refer to ASC 606-10-50-5 to 7 and 55-89 to 91.

 FirstName LastNameRachel Glaser
 Comapany NameEtsy, Inc.
 May 5, 2020 Page 3
 FirstName LastName
Rachel Glaser
Etsy, Inc.
May 5, 2020
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Robert Shapiro, Senior Staff Accountant, at (202) 551-3273 or Lyn
Shenk, Accounting Branch Chief, at (202) 551-3380 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561

August 23, 2016

Kristina Salen
Chief Financial Officer
Etsy, Inc.
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
File No. 001 -36911

Dear Ms. Salen :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commissio n or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Exc hange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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August 19, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Jennifer Thompson

Re:    Etsy, Inc.

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

Response Dated August 4, 2016

File No. 001-36911

Dear Ms. Thompson:

Etsy, Inc. (“Etsy”) submits this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated August 5, 2016.  For your convenience, we have repeated the comments in italicized, bold print, and Etsy’s response is provided below the comment.

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

Item 8. Financial Statements and Supplementary Data

Note 11—Income Taxes, page 94

1.We note your response to comment 3. Since the disclosures on page 97 that are referenced in your response describe a deferred tax liability and unrecognized tax benefits that are classified within “other liabilities,” we do not believe those disclosures concerning liabilities clearly explain to your investors the assets on your balance sheet titled “Deferred tax charge – current” and “Deferred tax charge – net of current portion.”

Please revise your tax footnote in future filings to also explain the assets you recorded related to updating your global corporate structure.

Response:

In response to the Staff’s comments, we will revise our tax footnote in future filings to explain the assets we recorded related to updating our global corporate structure.

August 19, 2016

Page 2

For example, we intend to revise our tax footnote in future filings as follows:

Form 10-K example:

“In January 2015, the Company implemented an updated global corporate structure to more closely align with its global operations and future expansion plans outside of the United States. The new structure changed how the Company uses its intellectual property and implemented certain intercompany arrangements. The Company believes this may eventually result in a reduction in its overall effective tax rate and other operational efficiencies. The revised structure resulted in the setup of a deferred tax liability in the amount of $66.0 million on the taxable gain created in the transaction. In addition, the Company recorded an asset of $66.0 million for the deferred tax charge representing the future income tax which will be amortized into income tax expense over five years.

The amount of unrecognized tax benefits, included in the consolidated balance sheets, increased $____ million in the year ended December 31, 2016, from $22.2 million at December 31, 2015 to $___ million at December 31, 2016. In January 2015, the Company recorded an asset of $19.7 million for the deferred tax charge representing the future unrecognized tax benefit which will be amortized into income tax expense over five years. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate is $____ million at December 31, 2016.

During 2016, a total of $___ million was amortized into tax expense ($___ million related to the updated global corporate structure and $___ million related to the unrecognized tax benefit thereon). At December 31, 2016, the Company had a total Deferred tax charge of $___ million, of which $___ million is expected to amortize in the next twelve months and, therefore, is classified as Deferred tax charge - current and $___ million is Deferred tax charge, net of current portion. ”

Form 10-Q example:

“In January 2015, the Company implemented an updated global corporate structure to more closely align with its global operations and future expansion plans outside of the United States. The new structure changed how the Company uses its intellectual property and implemented certain intercompany arrangements. The Company believes this may eventually result in a reduction in its overall effective tax rate and other operational efficiencies. The revised structure resulted in the setup of a deferred tax liability in the amount of $66.0 million on the taxable gain created in the transaction. In addition, the Company recorded an asset of $66.0 million for the deferred tax charge representing the future income tax which will be amortized into income tax expense over five years.

August 19, 2016

Page 3

The amount of unrecognized tax benefits included in the consolidated balance sheets increased $___ million in the three months ended September 30, 2016, from $22.2 million at December 31, 2015 to $___ million at September 30, 2016. In January 2015, the Company recorded an asset of $19.7 million for the deferred tax charge representing the future unrecognized tax benefit which will be amortized into income tax expense over five years. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate is $___ million at September 30, 2016.

During the three and nine months ended September 30, 2016, a total of $___ million and $___ million, respectively, was amortized into tax expense ($___ million and $___ million, respectively, related to the updated global corporate structure, and $___ million and $___ million, respectively, related to the unrecognized tax benefit thereon). At September 30, 2016, the Company had a total Deferred tax charge of $___ million, of which $___ million is expected to amortize in the next twelve months and therefore is classified as Deferred tax charge - current and $___ million is Deferred tax charge, net of current portion. ”

* * *

Please do not hesitate to contact me if you have any questions or would like additional information regarding this letter.

Very truly yours,

/s/ Kristina Salen

Kristina Salen

Chief Financial Officer

cc:    Chad Dickerson, Chair, President & CEO

Jordan Breslow, General Counsel and Secretary

Richard C. Blake, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

David Silverman, PricewaterhouseCoopers LLP

Mail Stop 3561

August 5, 2016

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

Re: Etsy, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Response Dated August 4, 2016
File No. 001 -36911

Dear Ms. Salen :

We have reviewed  your August 4, 2016  response to our comment  letter  and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our July 5, 2016
letter .

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

Item 8. Financial Stat ements and Supplementary Data

Note 11 – Income Taxes, page 94

1. We note your response to comment 3.  Since the disclosures on page 97 that are
refere nced in your response describe a deferred ta x liability and unrecognized tax benefits
that are classified within “other liabilities ,” we do not believe those disclosures
concerning liabilities clearly explain to your investors the assets on your balance sheet
titled “Deferred tax cha rge – current ” and “Deferred tax charge – net of current portion. ”

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

 Please revise your tax footnote in future filings to also explain the assets you  recorded
related to updating your global corporate structur e.

You may contact me at (202) 551 -3737  if you have questions regarding comment s on the
financial statements or any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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August 4, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention:    Jennifer Thompson

                        Melissa Blume

            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. Thompson:

Etsy, Inc. (“Etsy”) submits this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated July 5, 2016.  We have repeated the Staff’s comments in italicized, bold print and Etsy’s response is provided below.

Form 10-K for the Fiscal Year Ended 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 revise to include a reconciliation of this non-GAAP measure to the most 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.

1

Response:

In response to the Staff’s comment, we undertake in future filings to include a reconciliation of each non-GAAP measure to the most comparable GAAP measure for each period that a non-GAAP measure is presented in our filings.

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 than 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.

Response:

In response to the Staff’s comment, we acknowledge the importance of consistent disclosures in our earnings calls and our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and undertake in future filings to ensure consistency in all material respects. Specifically, in future filings, we will clarify that the increase in Promoted Listings revenue due to the re-launch of the product at the end of the third quarter of 2014 included a shift to a new pricing model. We respectfully note that the 100 basis point decline in year-over-year Promoted Listings usage did not have a material offsetting impact on the year-over-year revenue growth described in our Form 10-K for fiscal year 2015.

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated 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.

Response:

In response to the Staff’s comment, we provide the following detailed discussion of the assets and the transaction that created them.

2

The assets titled “Deferred tax charge – current” and “Deferred tax charge – net of current portion” on our balance sheet are assets that we recorded in 2015 as a result of our updated global corporate structure where we changed how we use our intellectual property and implemented intercompany agreements (the “Transaction”).  The Transaction included a transfer of an intangible asset between entities in our consolidated reporting group and, accordingly, we have applied ASC 740-10-25-3(e) and ASC 810-10-45-8.

The guidance in ASC 740-10-25-3(e) and ASC 810-10-45-8 requires the buyer and the seller in a consolidated reporting group to defer the income tax consequences of intra-entity asset transfers when the profits from such transfers are eliminated in consolidation. Although the Transaction did not generate intra-entity profit or loss for us under U.S. GAAP, the Transaction did result in a cash tax liability that impacts our consolidated income statement in current and future periods. The treatment of intra-entity profit in the Transaction is an exception under ASC 740-10-25-3(e), which prohibits the recognition of a deferred tax asset for basis differences relating to intra-entity profits on assets remaining within the consolidated group and continues the ARB 51 requirement to eliminate the income statement effects of such an intercompany transaction. Specifically, ASC 810-10-45-8 requires deferral of income taxes on intra-entity profits on assets remaining within the consolidated group.

When ASC 740-10-25-3(e) is applied, a deferred charge (an asset on the balance sheet) is recorded for the income tax expense on the sale. The deferred charge is amortized as income tax expense over the remaining life of the underlying assets (in our case, 5 years). This treatment thereby matches the recognition of the income tax expense for U.S. GAAP purposes on the transaction with the pre-tax book consequences associated with the transferred assets.

This deferred charge has a current and non-current portion which are the assets noted in the Staff’s question above. The full amount of the deferred charge was $85.7 million ($66 million relates to the taxable gain on our restructuring and $19.7 million on the unrecognized tax benefit both of which are disclosed on page 97 of our Form 10-K). During 2015, $17.1 million was amortized into tax expense ($13.2 million related to the gain and $3.9 million related to the unrecognized tax benefit as disclosed on page 97 of our Form 10-K), resulting in an ending balance on the balance sheet of $68.5 million,  $17.1 million of which is expected to amortize in the next twelve months and $51.4 million of which is non-current.

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 Adjusted 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 and 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.

3

Response:

We acknowledge the Staff’s comment and note that we are aware of the updated Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. We reviewed the guidance when preparing our earnings release issued on August 2, 2016 and have taken steps to ensure that our future earnings releases and other public disclosures will comply with this guidance.

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

Comparison of Three Months Ended March 31, 2015 and 2016, page 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 solely 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 quarter 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.

Response:

As the Staff notes, we integrated PayPal into Direct Checkout in the fourth quarter of 2015 and, as a result, we believe that this integration will remain a driver of year-over-year growth in Direct Checkout and Seller Services revenue until we anniversary this event and have year-over-year comparison periods that include the impact of this integration. We undertake in future filings to clarify this belief.  We confirm that since the first quarter reflected the integration of PayPal, management does not expect any increase in revenue due to this integration in the second quarter as compared to the first quarter.

* * *

Etsy acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosure in the filings;

•

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

•

 it 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.

Please do not hesitate to contact me if you have any questions or would like additional information regarding this letter.

4

Very truly yours,

/s/ Kristina Salen

Kristina Salen

Chief Financial Officer

cc:    Chad Dickerson, Chair, President & CEO

           Jordan Breslow, General Counsel and Secretary

           Richard C. Blake, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

           David Silverman, PricewaterhouseCoopers LLP

5

CORRESP
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		Document

July 12, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention:    Jennifer Thompson

Melissa Blume

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. Thompson:

Etsy, Inc. (“Etsy”) received the comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated July 5, 2016.

The letter states that Etsy must respond within ten business days from the date of the letter, or inform the Staff when Etsy would provide a response. Etsy is working expeditiously to respond to the letter.  We are currently closing the second quarter of fiscal year 2016, including preparing our quarterly earnings materials and our quarterly report on Form 10-Q, and expect to need more than ten business days. We expect to submit our response no later than August 4, 2016.

Very truly yours,

/s/ Kristina Salen

Kristina Salen

Chief Financial Officer

cc:    Chad Dickerson, Chair, President & CEO

Jordan Breslow, General Counsel and Secretary

Richard C. Blake, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

David Silverman, PricewaterhouseCoopers LLP

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

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CORRESP

 April 13, 2015

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3720

Re:
Etsy, Inc.

 Registration Statement on Form S-1 (File No. 333-202497)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Etsy, Inc. (the “Registrant”) requests by this letter acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File
No. 333-202497) (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Time on April 15, 2015, or as soon after that time as practicable.

The Registrant hereby acknowledges that:

(i)      should the Securities and Exchange Commission (the
“Commission”) or the staff (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the
Registration Statement;

 (ii)     the action of the Commission or the Staff,
acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)    the Registrant may not assert comments of the Commission or the Staff and the
declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature Page Follows]

 1

Sincerely,

Etsy, Inc.

By:

 /s/ Kristina Salen

Kristina Salen

Chief Financial Officer

 2

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CORRESP

 GOLDMAN, SACHS & CO.

200 West Street

 New York, NY 10282

 April 13, 2015

Re:
ETSY, INC. (the “Registrant”)

 Registration Statement on Form S-1
(File No. 333-202497)

 Request for Acceleration of Effective Date

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Dear Sir/Madam:

 Pursuant to Rule 460 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representative of the several Underwriters, wish to advise you that approximately 3,500 copies of the Preliminary Prospectus issued
March 31, 2015 and included in the Registration Statement on Form S-1, as filed on March 4, 2015 and as amended, were distributed during the period from March 31, 2015 through the date hereof to prospective underwriters, dealers,
institutions and others.

 The undersigned advises that it has complied and will continue to comply, and we have been informed by the other
participating underwriters that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

Supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Act:

  (i)
Date of Preliminary Prospectus: March 31, 2015

 (ii)
Dates of distribution: March 31, 2015 through the date hereof

(iii)
Number of prospective underwriters to whom the Preliminary Prospectus was furnished: 5

(iv)
Number of prospectuses furnished to investors: approximately 2,862

 (v)
Number of prospectuses distributed to others, including the Registrant, the Registrant’s counsel, independent accountants, and underwriters’ counsel: 638

In accordance with Rule 461 of the Act, we hereby join in the request of the Registrant for acceleration of the effective date of the
above-named Registration Statement so that it becomes effective at 4:00 p.m. Eastern Time on April 15, 2015, or as soon thereafter as practicable.

[Remainder of page intentionally left blank]

Very truly yours,

 Goldman, Sachs & Co.

Acting on behalf of themselves and the several Underwriters

By:

GOLDMAN, SACHS & CO.

By:

 /s/ Matt Leavitt

Name:

Matt Leavitt

Title:

Managing Director

 [Signature Page to Acceleration Request]

CORRESP
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CORRESP

 March 30, 2015

Via EDGAR and Overnight Delivery

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Mail Stop 3720

 100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention: Mara Ransom

Re:
Etsy, Inc.

 Registration Statement on Form S-1

Filed March 4, 2015

File No. 333-202497

 Dear
Ms. Ransom:

 On behalf of Etsy, Inc. (the “Company”), we submit this letter following teleconferences with you held
on March 26, 2015 and March 27, 2015 relating to the Registration Statement on Form S-1 filed March 4, 2015 (the “Registration Statement”).

As a result of the teleconferences, the Company intends to revise the disclosure included on page 17 of the Registration Statement regarding
the Company’s status as a Certified B Corporation, and file such disclosure in an amendment to the Registration Statement, as follows:

We are a Certified B Corporation. The term “Certified B Corporation” does not refer to a particular form of legal entity, but
instead refers to companies that are certified by B Lab, an independent nonprofit organization, as meeting rigorous standards of social and environmental performance, accountability and transparency. B Lab sets the standards for Certified B
Corporation certification and may change those standards over time. Our reputation could be harmed if we lose our status as a Certified B Corporation, whether by our choice or by our failure to meet B Lab’s certification requirements, if that
change in status were to create a perception that we are more focused on financial performance and are no longer as committed to the values shared by Certified B Corporations. Likewise, our reputation could be harmed if our publicly reported B
Corporation score declines, if that created a perception that we have slipped in our satisfaction of the Certified B Corporation standards.

As a result of the teleconferences, the Company also intends to revise the disclosure included on page 128 of the Registration Statement
regarding the 2014 payouts under the annual cash incentive plan, and file such disclosure in an amendment to the Registration Statement, as follows:

Annual Cash Incentive Bonuses

Prior to 2014, we did not have a regular annual cash incentive bonus program for our executive officers. In 2014, our compensation committee
approved an annual cash incentive plan in which certain of our employees, including our named executive officers, participated.

 Securities and Exchange Commission

March 30, 2015

  Page
 2

 The annual cash
incentive plan was funded based upon the satisfaction of company-wide Adjusted EBITDA margin and net revenue goals. In general, the overall funding available for all bonus payouts could range from 0 percent to 200 percent based solely upon our
achievement of these goals. Because we exceeded each of our Adjusted EBITDA margin and net revenue goals for 2014, the annual cash incentive plan was funded at 110% of target.

Individual bonus payouts were initially established by applying that same percentage to each participant’s target bonus. Each
individual’s percentage could then be increased or decreased at Mr. Dickerson’s discretion (or, for Mr. Dickerson, our board of directors’ discretion) based upon his (or, for Mr. Dickerson, our board of directors’)
consideration of the participant’s individual performance during the year against goals determined by the individual and Mr. Dickerson (or in the case of Mr. Dickerson, our board of directors). The individual goals included items such
as ensuring we met our company financial goals, contributing to specified strategic priorities (such as international growth), leading our public offering process and preparing us to become a public company.

The target bonuses for our named executive officers for 2014, as a percentage of base salary, were 75% for Mr. Dickerson, 59% for
Ms. Salen and 50% for Mr. Breslow. The actual bonus payouts were 110% of target for Mr. Dickerson and 121% of target for Ms. Salen and Mr. Breslow, in light of both company performance against the Adjusted EBITDA margin and
net revenue goals and their respective individual performance against their individual goals during 2014. The individual bonus payments were approved by our compensation committee and our board of directors with input from Mr. Dickerson for the
other named executive officers.

 *  *  *  *

 Securities and Exchange Commission

March 30, 2015

  Page
 3

 Please contact me at
(650) 321-2400 or, in my absence, Kenneth R. McVay, at (212) 730-8133, if you have any questions about this letter.

Sincerely yours,

/s/ Richard C. Blake

 Richard C. Blake

 Gunderson Dettmer
Stough

 Villeneuve Franklin & Hachigian, LLP

cc:
Chad Dickerson

 Kristina Salen

Jordan J. Breslow, Esq.

Etsy, Inc.

 Kenneth R.
McVay, Esq.

 Greg S. Volkmar, Esq.

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

CORRESP
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Response Letter

 March 24, 2015

Via EDGAR and Overnight Delivery

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3720

 Attention: Jennifer Lopez

Re:
Etsy, Inc.

Registration Statement on Form S-1

Filed March 4, 2015

File No. 333-202497

 Dear Ms. Lopez:

On behalf of Etsy, Inc. (the “Company”), we submit this letter in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 19, 2015 relating to the Registration Statement on Form S-1 filed March 4, 2015 (the
“Registration Statement”).

 For the convenience of the Staff, we are providing to the Staff by overnight delivery copies
of this letter.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with
the Company’s response. Except as otherwise specifically indicated, page references herein correspond to the Registration Statement.

 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).

 U.S. Securities and Exchange Commission

March 24, 2015

  Page
 2

•

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.”

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

 In response to the Staff’s comment, the Company has revised the fifth page of the artwork, in the form attached hereto as
Exhibit A. As discussed with the Staff, the Company will include the revised artwork in an amendment to the Registration Statement expected to be filed the afternoon of March 31, 2015, prior to the expected launch of its roadshow
the morning of April 1, 2015. The Company will make corresponding changes to the graphics on page 100.

 With respect to the second
bullet in the Staff’s comments, the Company supplementally notes that the references to $280B and $695B under the section titled “Trends in our Favor” refer to global online and mobile retail sales (not revenue) as outlined in the
Euromonitor report referenced in the graphic and in the Registration Statement. Because the report uses the words “Global Online Retail Market,” the Company is limited in the additional context it can provide in the Registration Statement
but believes that the revised graphic assists the reader to see that such references refer to market data and not Etsy-specific data.

 Executive
Compensation

 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.

In response to the Staff’s comment, the Company intends to revise the disclosure included on page 128 regarding the 2014 payouts under the
annual cash incentive plan, and file such disclosure in the amendment to the Registration Statement referred to above, as follows:

Annual Cash Incentive Bonuses

Prior to 2014, we did not have a regular annual cash incentive bonus program for our executive officers. In 2014, our compensation committee
approved an annual cash incentive plan in which certain of our employees, including our named executive officers, participated.

 In
general, funding for all bonus payouts is based upon our achievement of company-wide performance goals. The actual individual bonus payouts may be increased or decreased based upon the compensation committee’s consideration of each
participant’s performance during the year. For 2014, the bonus plan was funded based upon the satisfaction of company-wide Adjusted EBITDA margin and net revenue goals. Because we exceeded our Adjusted EBITDA margin goal, the bonus plan was
funded at 110% of target. The target bonuses for our named executive officers for 2014, as a percentage of base salary, were 75% for Mr. Dickerson, 59% for Ms. Salen and 50% for Mr. Breslow, and the actual bonus payouts were 110% of target for
Mr. Dickerson and 121% of target for Ms. Salen and Mr. Breslow, in light of both company performance against the Adjusted EBITDA margin and net revenue goals and their respective individual performance during 2014. The individual
bonus payments were approved by our compensation committee and our board of directors with input from Mr. Dickerson for the other named executive officers.

* * * * *

 U.S. Securities and Exchange Commission

March 24, 2015

  Page
 3

 Please contact me at (650) 321-2400 or, in my absence, Kenneth R. McVay, at
(212) 730-8133, if you have any questions about this confidential submission.

Sincerely yours,

 /s/ Richard C. Blake

Richard C. Blake

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

cc:
Chad Dickerson

 Kristina Salen

Jordan J. Breslow, Esq.

Etsy, Inc.

 Kenneth R.
McVay, Esq.

 Greg S. Volkmar, Esq.

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Sarah K. Solum, Esq.

 Davis
Polk & Wardwell LLP

 Exhibit A

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

CORRESP
1
filename1.htm

CORRESP

 March 4, 2015

CONFIDENTIAL TREATMENT REQUESTED BY ETSY, INC.

PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH
ASTERISKS TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

Via EDGAR and Overnight Delivery

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Mail Stop 3720

 100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention: Jennifer Lopez-Molina

Re:
Etsy, Inc.

 Registration Statement on Form S-1

File No. 333-202497

 Dear
Ms. Lopez-Molina:

 We are submitting this letter on behalf of Etsy, Inc. (the “Company”), in connection with the
review by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) of the above-referenced Registration Statement on Form S-1 filed on March 4, 2015 (the “Registration
Statement”).

 Because of the commercially sensitive nature of information contained herein, this submission is accompanied by a
request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to
Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83.

 The purpose of this letter is to notify the
Staff that, based on current market conditions, the Company’s estimated initial public offering price range is expected to be a two dollar range with the bottom of the range to be no less than $ * * * per share and the top of the
range to be no more than $ * * * per share.

 This price range was determined based, in large part, on discussions among the
board of directors of the Company, senior management of the Company and representatives of the underwriters for the initial public offering that took place on March 4, 2015. Prior to March 4, 2015, the underwriters had not provided the
Company with any formal valuation of the Company or related price range.

 * * * Confidential material redacted

CONFIDENTIAL TREATMENT REQUESTED BY ETSY, INC.

 Securities and Exchange Commission

March 4, 2015

 Page 2

 The mid-point of the price range is * * *, the fair value of the Company’s common
stock, as determined by the Company’s board of directors on * * *, which is the last date on which the Company made grants of equity awards. The Company refers the Staff to pages 87 through 89 of the Registration Statement for a
discussion of the fair value of the Company’s common stock at various dates as determined by the Company’s board of directors.

The Company notes that it will set forth a bona fide offering price range in a pre-effective amendment to the Registration Statement prior to
the distribution of any preliminary prospectus and commencement of the Company’s road show process, which it anticipates could commence as soon as March 25, 2015. The bona fide offering price range will be narrower than but is expected to
be within the price range stated above, and the parameters of that price range will be subject to then-current market conditions, continuing discussions with the underwriters, as well as further business, market and other developments affecting the
Company.

 * * * *

* * * Confidential material redacted

CONFIDENTIAL TREATMENT REQUESTED BY ETSY, INC.

 Securities and Exchange Commission

March 4, 2015

 Page 3

 Please contact me at (650) 321-2400 or, in my absence, Kenneth R. McVay, at
(212) 730-8133, if you have any questions about this letter.

Sincerely yours,

/s/ Richard C. Blake

Richard C. Blake

Gunderson Dettmer Stough

Villeneuve Franklin & Hachigian, LLP

cc:
Chad Dickerson

 Kristina Salen

Jordan J. Breslow, Esq.

Etsy, Inc.

 Kenneth R.
McVay, Esq.

 Greg S. Volkmar, Esq.

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

* * * Confidential material redacted

CONFIDENTIAL TREATMENT REQUESTED BY ETSY, INC.

January 6, 2015

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

Re: Etsy, Inc.
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted December 23, 2014
  CIK No. 0001370637

Dear Ms. Salen :

We have reviewed your amended 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 apply to your facts and circumst ances 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 registration statement,  we may have  additional
comments.

Business, page 92

1. We note your response to comment 6 in our letter dated December 3, 2014.  Please either
revise  your disclosure  to discuss the Incubart SAS acquisition and its place in your
business or help us to understand the basis for your belief expressed in your response that
it is not material, addressing relevant quantita tive and qualitative factors.  In this regard,
we note the value of the Incubart SAS assets acquired was more than 10% of the value of
your total assets as of September 30, 2014, as well as your statements of page 60
regarding international growth.

Kristina Salen
Etsy, Inc.
January 6, 2015
Page 2

Index to the Consolidated Financial Statements, page F -1

Etsy, Inc., page F -2

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ (Deficit)
Equity, page F -7

2. Please tell us why the amount in the stock expense – acquisitions (unaudited) line item
does not agree to the similarly titled line item in the consolidated statements of cash
flows.

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 J ennifer Lopez , Staff Attorney, at (202)
551-3792 , Dietrich King, Legal Branch Chief, at (202) 551 -3338, or me at (202) 551 -3720 with
any other questions.

Sincer ely,

 /s/ Dietrich A. King for

Mara L. Ransom
Assistant Director

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

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.