SEC Form 4

FORM 4

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

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, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Elmore, William B.

(Last) (First) (Middle)

70 Willow Road, Suite 200

(Street)

Menlo Park, CA 94025

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

Netflix, Inc.
nflx

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Day/Year

04/22/2003

5. If Amendment,
Date of Original
(Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director X 10% Owner

Officer (give title below) Other (specify below)

Description

7. 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. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Common Stock

109,692 (1)

By Foundation Capital II Entrepreneur Fund, LLC

Common Stock

54,844 (1)

By Foundation Capital II Principals Fund, LLC

Common Stock

700 (3)

Common Stock

194,800 (2)

By Foundation Capital Leadership Fund, L.P.

Common Stock

5,200 (2)

By Foundation Capital Leadership Principals Fund, LLC

Common Stock

932,397 (1)

By Foundation Capital II, L.P.

Common Stock

04/22/2003

1,908

5,962 (4)

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
    Expiration Date(ED)
    (Month/Day/Year)

7. Title and Amount of
    Underlying Securities
    (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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4) 11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

V

A

D

DE

ED

Title

Amount or Number of Shares

Explanation of Responses:

*In-kind distribution from IVP. On 4/22/03, IVP distributed 665,199 shares of stock to its partners, through which Mr. Elmore received 1,908 shares indirectly as General Partner of the Elmore Family Investments, L.P.
(1) William B. Elmore is a Manager of Foundation Capital Management Co. II, LLC, which is the sole manager of Foundation Capital II, L.P., Foundation Capital II Entrepreneurs Fund, LLC and Foundation Capital II Principals Fund, LLC. William B. Elmore disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(2) William B. Elmore is a Manager of FC Leadership Management Co., LLC, which is the sole manager of Foundation Capital Leadership Fund, L.P. and Foundation Capital Leadership Principals Fund, LLC. William B. Elmore disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(3) Shares held by William B. Elmore as Trustee of the Elmore Family Trust dated 7/27/90.
(4) Shares held by Elmore Family Investments, L.P. William B. Elmore is a General Partner of Elmore Family Investments, L.P. William B. Elmore disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

By: Date:

/s/ Theodore R. Meyer 04/22/2003

Attorney in-fact for William B. Elmore

** Signature of Reporting Person
SEC 1474 (9-02)

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.
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.

By:	Date:
/s/ Theodore R. Meyer	04/22/2003
Attorney in-fact for William B. Elmore
** Signature of Reporting Person	SEC 1474 (9-02)
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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.