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) X Other (specify below) May be part of 13(g) group
	3. Date of Earliest Transaction (Month/Day/Year) 01/27/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year) 01/31/2006	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(1)(2)	01/27/2006		X		4,252	A	$1.5	12,216	I	TCV II, V.O.F.(7)
Common Stock(1)(2)	01/27/2006		F		249	D	(8)	11,967	I	TCV II, V.O.F.(7)
Common Stock(1)(3)	01/27/2006		X		130,847	A	$1.5	375,983	I	Technology Crossover Ventures II, L.P.(9)
Common Stock(1)(3)	01/27/2006		F		7,635	D	(8)	368,348	I	Technology Crossover Ventures II, L.P.(9)
Common Stock(1)(4)	01/27/2006		X		19,977	A	$1.5	57,403	I	Technology Crossover Ventures II, C.V.(10)
Common Stock(1)(4)	01/27/2006		F		1,166	D	(8)	56,237	I	Technology Crossover Ventures II, C.V.(10)
Common Stock(1)(5)	01/27/2006		X		100,597	A	$1.5	289,061	I	TCV II (Q), L.P.(11)
Common Stock(1)(5)	01/27/2006		F		5,870	D	(8)	283,191	I	TCV II (Q), L.P.(11)
Common Stock(1)(6)	01/27/2006		X		17,853	A	$1.5	51,299	I	TCV II Strategic Partners, L.P.(12)
Common Stock(1)(6)	01/27/2006		F		1,042	D	(8)	50,257	I	TCV II Strategic Partners, L.P.(12)

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

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) X Other (specify below) May be part of 13(g) group

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) X Other (specify below) May be part of 13(g) group

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) X Other (specify below) May be part of 13(g) group

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) X Other (specify below) May be part of 13(g) group

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 X 10% Owner Officer (give title below) X Other (specify below) May be part of 13(g) group

Explanation of Responses:

1. The original Form 4 reported the net number of shares acquired pursuant to the "net exercise" provision of the warrant. This amended Form 4 is being filed solely for the purpose of reporting the gross number of shares acquired and the number of shares surrendered back to the Issuer pursuant to such exercise. The total net number of shares acquired pursuant to the warrant has not changed.

2. The reporting person acquired 4,252 shares and surrendered back to the Issuer 249 shares, for a net exercise of 4,003 shares.

3. The reporting person acquired 130,847 shares and surrendered back to the Issuer 7,635 shares, for a net exercise of 123,212 shares.

4. The reporting person acquired 19,977 shares and surrendered back to the Issuer 1,166 shares, for a net exercise of 18,811 shares.

5. The reporting person acquired 100,597 shares and surrendered back to the Issuer 5,870 shares, for a net exercise of 94,727 shares.

6. The reporting person acquired 17,853 shares and surrendered back to the Issuer 1,042 shares, for a net exercise of 16,811 shares.

7. 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 sole investment general partner of TCV II, V.O.F. Hoag, Kimball and TCM II may be deemed to 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.

8. Not applicable.

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

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

11. These shares are held directly by TCV II (Q), L.P. Hoag and Kimball are managing members of TCM II which is the sole general partner of TCV II (Q), L.P. Hoag, Kimball and TCM II may be deemed to 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.

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

Remarks:

	Carla S. Newell Authorized signatory for Jay C. Hoag	11/22/2006
	Carla S. Newell Authorized signatory for Richard H. Kimball	11/22/2006
	Carla S. Newell Authorized signatory for Technology Crossover Management IV, L.L.C.	11/22/2006
	Carla S. Newell Authorized signatory for TCV IV, L.P.	11/22/2006
	Carla S. Newell Authorized signatory for TCV IV Strategic Partners, L.P.	11/22/2006
	** Signature of Reporting Person	Date
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