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 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)
08/23/2006
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 08/23/2006 P 487,060 A $18.59(1) 1,727,899 I TCV VI, L.P.(3)(4)(5)
Common Stock 08/24/2006 P 322,457 A $18.52(2) 2,050,356 I TCV VI, L.P.(3)(4)(5)
Common Stock 10,143,932 I TCV IV, L.P.(6)(4)(5)
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 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*
DREW JOHN

(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
1. Name and Address of Reporting Person*
REYNOLDS JON Q JR

(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
1. Name and Address of Reporting Person*
GRIFFITH WILLIAM

(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
1. Name and Address of Reporting Person*
Trudeau Robert

(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
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*
Technology Crossover Management VI, L.L.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
Director 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 VI L P

(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. This number represents the average price per share for which the shares were purchased. TCV VI, L.P. purchased the shares at prices ranging from $18.40 to $18.70 per share.
2. This number represents the average price per share for which the shares were purchased. TCV VI, L.P. purchased the shares at prices ranging from $18.22 to $18.70 per share.
3. These shares are held directly by TCV VI, L.P. Each of Jay C. Hoag ("Hoag"), Richard H. Kimball ("Kimball") , John L. Drew ("Drew"), Jon Q. Reynolds, Jr. ("Reynolds"), William J.G. Griffith IV ("Griffith") and Robert W. Trudeau ("Trudeau") (collectively the "TCM VI Members") are Class A Members of Technology Crossover Management VI, L.L.C. ("TCM VI") which is the sole general partner of TCV VI, L.P. The TCM VI Members and TCM VI may be deemed to beneficially own the shares held by TCV VI, L.P. but the TCM VI Members and TCM VI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
4. Hoag, Kimball, Drew, Reynolds, Griffith, Trudeau, Technology Crossover Management IV, L.L.C. ("TCM IV"), TCV IV, L.P., TCM VI and TCV VI, L.P. (collectively, "Reporting Owners") may be deemed to be part of a 13(g) group with other related entities however, Reporting Owners disclaim 13(g) group status.
5. This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV IV Strategic Partners, L.P., TCV Member Fund, L.P., Technology Crossover Management II, L.L.C., TCV II, V.O.F., Technology Crossover Ventures II, L.P., Technology Crossover Ventures II, C.V., TCV II (Q), L.P. and TCV II Strategic Partners, L.P. on August 25, 2006.
6. These shares are held directly by TCV IV, L.P. Hoag and Kimball are managing members of 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.
Remarks:
Carla S. Newell Authorized signatory for Jay C. Hoag 08/25/2006
Carla S. Newell Authorized signatory for Richard H. Kimball 08/25/2006
Carla S. Newell Authorized signatory for John L. Drew 08/25/2006
Carla S. Newell Authorized signatory for Jon Q. Reynolds, Jr. 08/25/2006
Carla S. Newell Authorized signatory for William J. G. Griffith IV 08/25/2006
Carla S. Newell Authorized signatory for Robert W. Trudeau 08/25/2006
Carla S. Newell Authorized signatory for Technology Crossover Management IV, L.L.C. 08/25/2006
Carla S. Newell Authorized signatory for TCV IV, L.P. 08/25/2006
Carla S. Newell Authorized signatory for Technology Crossover Management VI, L.L.C. 08/25/2006
Carla S. Newell Authorized signatory for TCV VI, L.P. 08/25/2006
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.