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
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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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/21/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 10/21/2010 J(1) 1,783,494 D $0 1,783,365 I TCV IV, L.P.(2)
Common Stock 10/21/2010 J(3) 443,297 A $0 443,297 I Technology Crossover Management IV, L.L.C.(4)
Common Stock 10/21/2010 J(5) 66,506 D $0 66,500 I TCV IV Strategic Partners, L.P.(6)
Common Stock 10/21/2010 J(7) 110 A $0 443,407 I Technology Crossover Management IV, L.L.C.(4)
Common Stock 10/21/2010 J(8) 6,863 A $0 6,863 I The Hoag Family Trust U/A Dtd 8/2/94(9)
Common Stock 10/21/2010 J(10) 443,407 D $0 0 I Technology Crossover Management IV, L.L.C.(4)
Common Stock 10/21/2010 J(11) 116,840 A $0 123,703 I The Hoag Family Trust U/A Dtd 8/2/94(9)
Common Stock 10/21/2010 J(12) 25,623 A $0 25,623 I Hamilton Investments Limited Partnership(13)
Common Stock 10/21/2010 J(14) 722,375 D $0 722,375 I TCV VI, L.P.(15)
Common Stock 10/21/2010 J(16) 5,697 D $0 5,697 I TCV Member Fund, L.P.(17)
Common Stock 10/21/2010 J(18) 7,223 A $0 7,223 I Technology Crossover Management VI, L.L.C.(19)
Common Stock 10/21/2010 J(20) 7,223 D $0 0 I Technology Crossover Management VI, L.L.C.(19)
Common Stock 10/21/2010 J(21) 1,055 A $0 124,758 I The Hoag Family Trust U/A Dtd 8/2/94(9)
Common Stock 10/21/2010 J(22) 352 A $0 25,975 I Hamilton Investments Limited Partnership(13)
Common Stock 10/21/2010 J(23) 788 A $0 125,546 I The Hoag Family Trust U/A Dtd 8/2/94(9)
Common Stock 10/21/2010 J(24) 263 A $0 26,238 I Hamilton Investments Limited Partnership(13)
Common Stock 10/22/2010 S 107,546 D $167.4265 18,000 I The Hoag Family Trust U/A Dtd 8/2/94(9)
Common Stock 10/22/2010 S 26,238 D $167.4265 0 I Hamilton Investments Limited Partnership(13)
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
Explanation of Responses:
1. In kind pro-rata distribution from TCV IV, L.P. ("TCV IV") to its partners, without consideration.
2. These shares are held directly by TCV IV. Jay C. Hoag ("Hoag") is a managing member of Technology Crossover Management IV, L.L.C. ("TCM IV") which is the sole general partner of TCV IV. Hoag may be deemed to beneficially own the shares held by TCV IV, but Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
3. Acquisition by TCM IV pursuant to an in kind pro-rata distribution by TCV IV to its partners, without consideration.
4. These shares are directly held by TCM IV. Hoag is a managing member of TCM IV which is the general partner of TCV IV and TCV IV Strategic Partners, L.P. ("TCV IV SP"). The number of shares reported by TCM IV does not include the shares held by TCV IV and TCV IV SP. Hoag may be deemed to own the shares held by TCM IV, but Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
5. In kind pro-rata distribution from TCV IV SP to its partners, without consideration.
6. These shares are held directly by TCV IV SP. Hoag is a limited partner and a managing member of TCM IV which is the sole general partner of TCV IV SP. Hoag may be deemed to beneficially own the shares held by TCV IV SP, but Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
7. Acquisition by TCM IV pursuant to an in kind pro-rata distribution by TCV IV SP to its partners, without consideration.
8. Acquisition by The Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCV IV SP to its partners, without consideration.
9. 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.
10. In kind pro-rata distribution from TCM IV to its members, without consideration.
11. 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.
12. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM IV to its members, without consideration.
13. 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.
14. In kind pro-rata distribution from TCV VI, L.P. ("TCV VI") to its partners, without consideration.
15. These shares are held directly by TCV VI. Hoag is a Class A Member of Technology Crossover Management VI, L.L.C. ("TCM VI") which is the sole general partner of TCV VI. Hoag may be deemed to beneficially own the shares held by TCV VI, but Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
16. In kind pro-rata distribution from TCV Member Fund, L.P. ("TCV MF") to its partners, without consideration.
17. These shares are held directly by TCV MF. Hoag is a Class A Member of TCM VI which is a general partner of TCV MF and a limited partner of TCV MF. Hoag may be deemed to beneficially own the shares held by TCV MF, but Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
18. Acquisition by TCM VI pursuant to an in kind pro-rata distribution by TCV VI to its partners, without consideration.
19. These shares are directly held by TCM VI. Hoag is a Class A Member of TCM VI which is the sole general partner of TCV VI and a general partner of TCV MF. The number of shares reported by TCM VI does not include the shares held by TCV VI and TCV MF. Hoag may be deemed to own the shares held by TCM VI, but Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
20. In kind pro-rata distribution from TCM VI to its members, without consideration.
21. 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.
22. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM VI to its partners, without consideration.
23. 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.
24. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.
Remarks:
This is one of two Reports on Form 4 being filed jointly by the Reporting Person on the date hereof.
Frederic D. Fenton Authorized signatory for Jay C. Hoag 10/25/2010
** 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).
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