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 a 13(g) group
	3. Date of Earliest Transaction (Month/Day/Year) 02/05/2009
	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	02/05/2009		J(1)		964,052	D	$0	7,733,802	I	TCV IV, L.P.(2)(3)
Common Stock	02/05/2009		J(4)		248,233	A	$0	248,233	I	Technology Crossover Management IV, L.L.C.(2)(5)
Common Stock	02/05/2009		J(6)		35,948	D	$0	288,385	I	TCV IV Strategic Partners, L.P.(2)(7)
Common Stock	02/05/2009		J(8)		62	A	$0	248,295	I	Technology Crossover Management IV, L.L.C.(2)(5)
Common Stock	02/05/2009		J(9)		3,710	A	$0	3,710	I	The Hoag Family Trust U/A Dtd 8/2/94(2)(10)
Common Stock	02/05/2009		J(11)		4,106	A	$0	4,106	I	The Kimball Family Trust Uta Dtd 2/23/94(2)(12)
Common Stock	02/05/2009		J(13)		248,295	D	$0	0	I	Technology Crossover Management IV, L.L.C.(2)(5)
Common Stock	02/05/2009		J(14)		65,427	A	$0	69,137	I	The Hoag Family Trust U/A Dtd 8/2/94(2)(10)
Common Stock	02/05/2009		J(15)		14,348	A	$0	14,348	I	Hamilton Investments Limited Partnership(2)(16)
Common Stock	02/05/2009		J(17)		47,989	A	$0	52,095	I	The Kimball Family Trust Uta Dtd 2/23/94(2)(12)
Common Stock	02/05/2009		J(18)		913	A	$0	70,050	I	The Hoag Family Trust U/A Dtd 8/2/94(2)(10)
Common Stock	02/05/2009		J(19)		305	A	$0	14,653	I	Hamilton Investments Limited Partnership(2)(16)
Common Stock	02/05/2009		J(20)		1,079	A	$0	1,079	I	Goose Rocks Beach Partners, L.P.(2)(21)
Common Stock	02/05/2009		J(22)		703	A	$0	70,753	I	The Hoag Family Trust U/A Dtd 8/2/94(2)(10)
Common Stock	02/05/2009		J(23)		235	A	$0	14,888	I	Hamilton Investments Limited Partnership(2)(16)
Common Stock	02/05/2009		J(24)		831	A	$0	52,926	I	The Kimball Family Trust Uta Dtd 2/23/94(2)(12)
Common Stock	02/06/2009		M		1,949	A	$20.5	1,949	I	Jay C. Hoag(2)(25)
Common Stock	02/06/2009		M		1,996	A	$20.02	3,945	I	Jay C. Hoag(2)(25)
Common Stock	02/06/2009		M		2,053	A	$19.48	5,998	I	Jay C. Hoag(2)(25)
Common Stock	02/06/2009		S		5,998	D	$36.8602(26)	0	I	Jay C. Hoag(2)(25)
Common Stock	02/06/2009		S		70,753	D	$36.6117	0	I	The Hoag Family Trust U/A Dtd 8/2/94(2)(10)
Common Stock	02/06/2009		S		14,888	D	$36.6117	0	I	Hamilton Investments Limited Partnership(2)(16)
Common Stock	02/06/2009		S		1,079	D	$36.67	0	I	Goose Rocks Beach Partners, L.P.(2)(21)
Common Stock	02/09/2009		G		37,750	D	$0	15,176	I	The Kimball Family Trust Utd Dtd 2/23/94(2)(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
Non-Qualified Stock Option (right to buy)	$20.5	02/06/2009		M			1,949	08/01/2006	08/01/2016	Common Stock	1,949	(27)	0	D(28)
Non-Qualified Stock Option (right to buy)	$20.02	02/06/2009		M			1,996	09/01/2006	09/01/2016	Common Stock	1,996	(27)	0	D(28)
Non-Qualified Stock Option (right to buy)	$19.48	02/06/2009		M			2,053	07/02/2007	07/02/2017	Common Stock	2,053	(27)	0	D(28)

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

Explanation of Responses:

1. In kind pro-rata distribution from TCV IV, L.P. to its partners, without consideration.

2. This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV VI, L.P., TCV Member Fund, L.P. ("TCV MF"), Technology Crossover Management VI, L.L.C. ("TCM VI"), John L. Drew ("Drew"), Jon Q. Reynolds, Jr. ("Reynolds"), William J. G. Griffith IV ("Griffith") and Robert W. Trudeau ("Trudeau") on February 9, 2009.

3. These shares are held directly by TCV IV, L.P. 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 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.

4. Acquisition by TCM IV pursuant to an in kind pro-rata distribution by TCV IV, L.P. to its partners, without consideration.

5. These shares are directly held by TCM IV. Hoag and Kimball are managing members of TCM IV which is the general partner of TCV IV, L.P. and TCV IV Strategic Partners, L.P. ("TCV VI S.P."). The number of shares reported by TCM IV does not include the shares indirectly held by TCV IV, L.P. and TCV IV S.P. Hoag and Kimball may be deemed to own the shares held by TCM IV but Hoag and Kimball disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

6. In kind pro-rata distribution from TCV IV S.P. to its partners, without consideration.

7. These shares are held directly by TCV IV S.P. Hoag and Kimball are limited partners and 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. Acquisition by TCM IV pursuant to an in kind pro-rata distribution by TCV IV S.P. to its partners, without consideration.

9. Acquisition by The Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCV IV S.P. to is partners, without consideration.

10. Hoag is a trustee of The Hoag Family Trust U/A Dtd 8/2/94. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

11. Acquisition by The Kimball Family Trust Uta Dtd 2/23/94 pursuant to an in kind pro-rata distribution by TCV IV S.P. to is partners, without consideration.

12. Kimball is a trustee of The Kimball Family Trust Uta Dtd 2/23/94. Kimball disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

13. In kind pro-rata distribution from TCM IV to its members, without consideration.

14. Acquisition by The Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCM IV to its members, without consideration.

15. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM IV to its members, without consideration.

16. Hoag is the sole general partner and a limited partner of Hamilton Investments Limited Partnership. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

17. Acquisition by The Kimball Family Trust Uta Dtd 2/23/94 pursuant to an in kind pro-rata distribution by TCM IV to its members, without consideration.

18. Acquisition by The Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCM VI to its partners, without consideration.

19. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM VI to its partners, without consideration.

20. Acquisition by Goose Rocks Beach Partners, L.P. pursuant to an in kind pro-rata distribution by TCM VI to its partners, without consideration.

21. Kimball is a general partner of Goose Rocks Beach Partners, L.P. Kimball disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

22. Acquisition by The Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.

23. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.

24. Acquisition by The Kimball Family Trust Uta Dtd 2/23/94 pursuant to an in kind pro-rata distribution by TCV MF to is partners, without consideration.

25. Hoag has the sole voting and dispositive power over these shares; however, TCMI, Inc. has a right to 100% of the pecuniary interest in such shares. Hoag is a stockholder and director of TCMI, Inc. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Does not include shares held by The Hoag Family Trust U/A Dtd 8/2/94 and Hamilton Investments Limited Partnership.

26. This transaction was executed in multiple trades at prices ranging from $36.860 to $36.861. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon written request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was affected.

27. Not applicable.

28. Hoag has the sole voting and dispositive power over the options he holds directly; however, TCMI, Inc. has a right to 100% of the pecuniary interest in such options. Hoag is a stockholder and director of TCMI, Inc. Hoag disclaims beneficial ownership of such options or the shares he receives upon exercise of such options except to the extent of his pecuniary interest therein.

Remarks:

	Carla S. Newell Authorized signatory for Jay C. Hoag	02/09/2009
	Carla S. Newell Authorized signatory for Richard H. Kimball	02/09/2009
	Carla S. Newell Authorized signatory for Technology Crossover Management IV, L.L.C.	02/09/2009
	Carla S. Newell Authorized signatory for TCV IV, L.P.	02/09/2009
	Carla S. Newell Authorized signatory for TCV IV Strategic Partners, L.P.	02/09/2009
	** Signature of Reporting Person	Date
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