SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HOAG JAY C (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NETFLIX INC [ NFLX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/27/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/27/2006		S		1,185,784	D	$27.28	2,375,610	I	TCV IV, L.P.(1)
Common Stock	01/27/2006		S		44,216	D	$27.28	88,586	I	TCV IV Strategic Partners, L.P.(1)
Common Stock	01/27/2006		X		4,003	A	$1.5	11,967	I	TCV II, V.O.F.(2)
Common Stock	01/27/2006		X		123,212	A	$1.5	368,348	I	Technology Crossover Ventures II, L.P.(2)
Common Stock	01/27/2006		X		18,811	A	$1.5	56,237	I	Technology Crossover Ventures II, C.V.(2)
Common Stock	01/27/2006		X		94,727	A	$1.5	283,191	I	TCV II (Q), L.P.(2)
Common Stock	01/27/2006		X		16,811	A	$1.5	50,257	I	TCV II Strategic Partners, L.P.(2)
Common Stock	01/27/2006		S		11,967	D	$27.28	0	I	TCV II, V.O.F.(2)
Common Stock	01/27/2006		S		368,348	D	$27.28	0	I	Technology Crossover Ventures II, L.P.(2)
Common Stock	01/27/2006		S		56,237	D	$27.28	0	I	Technology Crossover Ventures II, C.V.(2)
Common Stock	01/27/2006		S		283,191	D	$27.28	0	I	TCV II (Q), L.P.(2)
Common Stock	01/27/2006		S		50,257	D	$27.28	0	I	TCV II Strategic Partners, L.P.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Common Stock	$1.5	01/27/2006		X(4)			4,252	07/10/2001	(3)	Common Stock	28,312	(5)	24,060	I	TCV II, V.O.F.(2)
Warrants to purchase Common Stock	$1.5	01/27/2006		X(4)			130,847	07/10/2001	(3)	Common Stock	871,580	(5)	740,733	I	Technology Crossover Ventures II, L.P.(2)
Warrants to purchase Common Stock	$1.5	01/27/2006		X(4)			100,597	07/10/2001	(3)	Common Stock	670,082	(5)	569,485	I	TCV II (Q), L.P.(2)
Warrants to purchase Common Stock	$1.5	01/27/2006		X(4)			17,853	07/10/2001	(3)	Common Stock	118,916	(5)	101,063	I	TCV II Strategic Partners, L.P.(2)
Warrants to purchase Common Stock	$1.5	01/27/2006		X(4)			19,977	07/10/2001	(3)	Common Stock	133,072	(5)	113,095	I	Technology Crossover Ventures II, C.V.(2)

1. Name and Address of Reporting Person* HOAG JAY C (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KIMBALL RICK (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TECHNOLOGY CROSSOVER MANAGEMENT IV LLC (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TCV IV LP (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TCV IV STRATEGIC PARTNERS LP (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) GP of fund owns <10%

Explanation of Responses:

1. Jay C. Hoag ("Hoag") and Richard H. Kimball ("Kimball") are managing members of Technology Crossover Management IV, L.L.C. ("TCM IV") which is the general partner of TCV IV, L.P. and TCV IV Strategic Partners, L.P. ("Limited Partnership IV"). Hoag, Kimball, and TCM IV may be deemed to beneficially own the shares held by Limited Partnership IV but Hoag, Kimball, and TCM IV disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

2. Hoag and Kimball are managing members of Technology Crossover Management II, L.L.C. ("TCM II") which is the sole general partner of Technology Crossover Ventures II, L.P., TCV II (Q), L.P. and TCV II Strategic Partners, L.P ("TCV II GP") and the sole investment general partner Technology Crossover Ventures II, C.V. and TCV II, V.O.F. ("TCV II IGP"). Hoag, Kimball and TCM II may be deemed to own the shares held by the TCV II GP and TCV II IGP but Hoag, Kimball and TCM II disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

3. The earlier of i) 7/10/06, or ii) the occurance of a Change of Control Transaction.

4. The warrants were exercised utilizing the "net exercise" provisions of the warrant. Under that provision, in lieu of paying the cash exercise price, the Issuer issued fewer than the maximum number of shares based on a formula contained in the warrants.

5. Not applicable.

Remarks:

	Carla S. Newell Authorized signatory for Jay C. Hoag	01/31/2006
	Carla S. Newell Authorized signatory for Richard H. Kimball	01/31/2006
	Carla S. Newell Authorized signatory for Technology Crossover Management IV, L.L.C.	01/31/2006
	Carla S. Newell Authorized signatory for TCV IV, L.P.	01/31/2006
	Carla S. Newell Authorized signatory for TCV IV Strategic Partners, L.P.	01/31/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.