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) 06/29/2006
	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	06/29/2006		X		22,743	A	$1.5	22,743	I	TCV II, V.O.F.(1)
Common Stock	06/29/2006		X		700,197	A	$1.5	700,197	I	Technology Crossover Ventures II, L.P.(2)
Common Stock	06/29/2006		X		106,906	A	$1.5	106,906	I	Technology Crossover Ventures II, C.V.(3)
Common Stock	06/29/2006		X		538,321	A	$1.5	538,321	I	TCV II (Q), L.P.(4)
Common Stock	06/29/2006		X		95,532	A	$1.5	95,532	I	TCV II Strategic Partners, L.P.(5)
Common Stock	06/29/2006		X		6,562,655	A	$1.5	8,938,265	I	TCV IV, L.P.(6)
Common Stock	06/29/2006		X		244,711	A	$1.5	333,297	I	TCV IV Strategic Partners, L.P.(7)

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	06/29/2006		X(8)			24,060	07/10/2001	(9)	Common Stock	24,060	(10)	0	I	TCV II, V.O.F.(1)
Warrants to purchase Common Stock	$1.5	06/29/2006		X(8)			740,733	07/10/2001	(9)	Common Stock	740,733	(10)	0	I	Technology Crossover Ventures II, L.P.(2)
Warrants to purchase Common Stock	$1.5	06/29/2006		X(8)			113,095	07/10/2001	(9)	Common Stock	113,095	(10)	0	I	Technology Crossover Ventures II, C.V.(3)
Warrants to purchase Common Stock	$1.5	06/29/2006		X(8)			569,485	07/10/2001	(9)	Common Stock	569,485	(10)	0	I	TCV II (Q), L.P.(4)
Warrants to purchase Common Stock	$1.5	06/29/2006		X(8)			101,063	07/10/2001	(9)	Common Stock	101,063	(10)	0	I	TCV II Strategic Partners, L.P.(5)
Warrants to purchase Common Stock	$1.5	06/29/2006		X(8)			6,942,574	07/10/2001	(9)	Common Stock	6,942,574	(10)	0	I	TCV IV, L.P.(6)
Warrants to purchase Common Stock	$1.5	06/29/2006		X(8)			258,878	07/10/2001	(9)	Common Stock	258,878	(10)	0	I	TCV IV Strategic Partners, L.P.(7)

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. These shares are held directly by TCV II, V.O.F. Jay C. Hoag ("Hoag") and Richard H. Kimball ("Kimball") are managing members of Technology Crossover Management II, L.L.C. ("TCM II") which is the managing general partner of TCV II, V.O.F. Hoag, Kimball and TCM II may be deemed to beneficially own the shares held by TCV II, V.O.F. but Hoag, Kimball and TCM II disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

2. These shares are held directly by Technology Crossover Ventures II, L.P. ("TCV II, L.P."). Hoag and Kimball are managing members of TCM II which is the managing general partner of TCV II, L.P. Hoag, Kimball, and TCM II may be deemed to beneficially own the shares held by TCV II, L.P. but Hoag, Kimball and TCM II disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

3. These shares are held directly by Technology Crossover Ventures II, C.V. ("TCV II, C.V."). Hoag and Kimball are managing members of TCM II which is the managing general partner of TCV II, C.V. Hoag, Kimball and TCM II may be deemed to beneficially own the shares held by TCV II, C.V. but Hoag, Kimball and TCM II disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

4. These shares are held directly by TCV II (Q), L.P. Hoag and Kimball are managing members of TCM II which is the managing general partner of TCV II (Q), L.P. Hoag, Kimball, and TCM II may be deemed to beneficially own the shares held by TCV II (Q), L.P. but Hoag, Kimball and TCM II disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

5. These shares are held directly by TCV II Strategic Partners, L.P. ("TCV II, S.P."). Hoag and Kimball are managing members of TCM II which is the managing general partner of TCV II, S.P. Hoag, Kimball and TCM II may be deemed to beneficially own the shares held by TCV II, S.P. but Hoag, Kimball and TCM II disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

6. These shares are held directly by TCV IV, L.P. Hoag and Kimball are managing members of Technology Crossover Management IV, L.L.C. ("TCM IV") which is the sole general partner of TCV IV, L.P. Hoag, Kimball, and TCM IV may be deemed to beneficially own the shares held by TCV IV, L.P. but Hoag, Kimball and TCM IV disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

7. These shares are held directly by TCV IV Strategic Partners, L.P. ("TCV IV, S.P."). Hoag and Kimball are managing members of TCM IV which is the sole general partner of TCV IV, S.P. Hoag, Kimball and TCM IV may be deemed to beneficially own the shares held by TCV IV, S.P. but Hoag, Kimball and TCM IV disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

8. 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.

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

10. Not applicable.

Remarks:

	Carla S. Newell Authorized signatory for Jay C. Hoag	06/29/2006
	Carla S. Newell Authorized signatory for Richard H. Kimball	06/29/2006
	Carla S. Newell Authorized signatory for Technology Crossover Management IV, L.L.C.	06/29/2006
	Carla S. Newell Authorized signatory for TCV IV, L.P.	06/29/2006
	Carla S. Newell Authorized signatory for TCV IV Strategic Partners, L.P.	06/29/2006
	** Signature of Reporting Person	Date
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