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)
02/01/2011
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 02/01/2011 J (1) 891,682 D $0 891,683 I TCV IV, L.P. (2)
Common Stock 02/01/2011 J (3) 171,669 A $0 171,669 I Technology Crossover Management IV, L.L.C. (4)
Common Stock 02/01/2011 J (5) 33,250 D $0 33,250 I TCV IV Strategic Partners, L.P. (6)
Common Stock 02/01/2011 J (7) 55 A $0 171,724 I Technology Crossover Management IV, L.L.C. (4)
Common Stock 02/01/2011 J (8) 3,431 A $0 21,431 I The Hoag Family Trust U/A Dtd 8/2/94 (9)
Common Stock 02/01/2011 J (10) 171,724 D $0 0 I Technology Crossover Management IV, L.L.C. (4)
Common Stock 02/01/2011 J (11) 45,250 A $0 66,681 I The Hoag Family Trust U/A Dtd 8/2/94 (9)
Common Stock 02/01/2011 J (12) 9,923 A $0 9,923 I Hamilton Investments Limited Partnership (13)
Common Stock 02/01/2011 J (14) 240,792 D $0 481,583 I TCV VI, L.P. (15)
Common Stock 02/01/2011 J (16) 1,899 D $0 3,798 I TCV Member Fund, L.P. (17)
Common Stock 02/01/2011 J (18) 2,407 A $0 2,407 I Technology Crossover Management VI, L.L.C. (19)
Common Stock 02/01/2011 J (20) 2,407 D $0 0 I Technology Crossover Management VI, L.L.C. (19)
Common Stock 02/01/2011 J (21) 353 A $0 67,034 I The Hoag Family Trust U/A Dtd 8/2/94 (9)
Common Stock 02/01/2011 J (22) 117 A $0 10,040 I Hamilton Investments Limited Partnership (13)
Common Stock 02/01/2011 J (23) 263 A $0 67,297 I The Hoag Family Trust U/A Dtd 8/2/94 (9)
Common Stock 02/01/2010 J (24) 88 A $0 10,128 I Hamilton Investments Limited Partnership (13)
Common Stock 02/02/2011 M 1,292 A $30.94 1,292 D (25)
Common Stock 02/02/2011 M 1,095 A $36.51 2,387 D (25)
Common Stock 02/02/2011 M 1,290 A $31 3,677 D (25)
Common Stock 02/02/2011 M 1,295 A $30.89 4,972 D (25)
Common Stock 02/02/2011 M 1,297 A $30.84 6,269 D (25)
Common Stock 02/02/2011 M 1,083 A $36.95 7,352 D (25)
Common Stock 02/02/2011 M 1,164 A $34.35 8,516 D (25)
Common Stock 02/02/2011 M 984 A $40.62 9,500 D (25)
Common Stock 02/02/2011 S 9,500 D $211.0588 (26) 0 D (25)
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) $212.9 02/01/2011 A 235 02/01/2011 (27) 02/01/2021 Common Stock 235 $0 235 D (29)
Non-Qualified Stock Option (right to buy) $30.94 02/02/2011 M 1,292 03/03/2008 03/03/2018 Common Stock 1,292 (28) 0 D (29)
Non-Qualified Stock Option (right to buy) $36.51 02/02/2011 M 1,095 04/01/2008 04/01/2018 Common Stock 1,095 (28) 0 D (29)
Non-Qualified Stock Option (right to buy) $31 02/02/2011 M 1,290 05/01/2008 05/01/2018 Common Stock 1,290 (28) 0 D (29)
Non-Qualified Stock Option (right to buy) $30.89 02/02/2011 M 1,295 06/02/2008 06/02/2018 Common Stock 1,295 (28) 0 D (29)
Non-Qualified Stock Option (right to buy) $30.84 02/02/2011 M 1,297 09/02/2008 09/02/2018 Common Stock 1,297 (28) 0 D (29)
Non-Qualified Stock Option (right to buy) $36.95 02/02/2011 M 1,083 02/02/2009 02/02/2019 Common Stock 1,083 (28) 0 D (29)
Non-Qualified Stock Option (right to buy) $34.35 02/02/2011 M 1,164 03/02/2009 03/02/2019 Common Stock 1,164 (28) 0 D (29)
Non-Qualified Stock Option (right to buy) $40.62 02/02/2011 M 984 07/01/2009 07/01/2019 Common Stock 984 (28) 0 D (29)
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.
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, Hamilton Investments Limited Partnership, TCV IV, L.P., TCV IV Strategic Partners, L.P., TCV VI, L.P. and TCV Member Fund, L.P, which are separately reported on this Form 4.
26. This transaction was executed in multiple trades at prices ranging from $210.90 to $211.25. 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. These options are 100% vested.
28. Not applicable.
29. 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:
Frederic D. Fenton Authorized signatory for Jay C. Hoag 02/03/2011
** Signature of Reporting Person Date
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