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*
TCV VI L P

(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)
Director 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) 644,914 D $0 1,926,334 I TCV VI, L.P.(2)(3)
Common Stock 02/05/2009 J(4) 5,086 D $0 15,191 I TCV Member Fund, L.P.(2)(5)
Common Stock 02/05/2009 J(6) 6,449 A $0 6,449 I Technology Crossover Management VI, L.L.C.(2)(7)
Common Stock 02/05/2009 J(8) 6,449 D $0 0 I Technology Crossover Management VI, L.L.C.(2)(7)
Common Stock 02/05/2009 J(9) 927 A $0 927 I Drew Family Partners(2)(10)
Common Stock 02/05/2009 J(11) 927 A $0 927 I The Reynolds Family Trust(2)(12)
Common Stock 02/05/2009 J(13) 927 A $0 927 I The Griffith Family 2004 Trust(2)(14)
Common Stock 02/05/2009 J(15) 463 A $0 463 I Robert W. Trudeau(2)
Common Stock 02/05/2009 J(16) 713 A $0 713 I The Drew Family Trust dated 10/5/2004(2)(17)
Common Stock 02/05/2009 J(18) 713 A $0 1,640 I The Reynolds Family Trust(2)(12)
Common Stock 02/05/2009 J(19) 713 A $0 1,640 I The Griffith Family 2004 Trust(2)(14)
Common Stock 02/05/2009 J(20) 357 A $0 820 I Robert W. Trudeau(2)
Common Stock 02/05/2009 J(21) 18,309 A $0 19,022 I The Drew Family Trust dated 10/5/2004(2)(17)
Common Stock 02/05/2009 J(22) 27,111 A $0 28,751 I The Reynolds Family Trust(2)(12)
Common Stock 02/05/2009 J(23) 10,539 A $0 12,179 I The Griffith Family 2004 Trust(2)(14)
Common Stock 02/06/2009 S 16,000 D $36.2001 12,751 I The Reynolds Family Trust(2)(12)
Common Stock 02/06/2009 S 7,875 D $36.8891 4,304 I The Griffith Family 2004 Trust(2)(14)
Common Stock 02/06/2009 S 820 D $36.8951 0 I Robert W. Trudeau(2)
Common Stock 02/06/2009 S 927 D $35.981 0 I Drew Family Partners(2)(10)
Common Stock 02/06/2009 S 19,022 D $35.883 0 I The Drew Family Trust dated 10/5/2004(2)(17)
Common Stock 02/09/2009 G 12,751 D $0 0 I The Reynolds Family Trust(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
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
1. Name and Address of Reporting Person*
TCV Member Fund, 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
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*
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
Explanation of Responses:
1. In kind pro-rata distribution from TCV VI, 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 Jay C. Hoag ("Hoag"), Richard H. Kimball ("Kimball"), TCV IV, L.P., TCV IV Strategic Partners, L.P. and Technology Crossover Management IV, L.L.C. ("TCM IV") on February 9, 2009.
3. These shares are held directly by TCV VI, L.P. Each of Hoag, Kimball, John L. Drew (Drew"), Jon Q. Reynolds, Jr. ("Reynolds"), William J. G. Griffith IV ("Griffith") and Robert W. Trudeau ("Trudeau") (collectively the "TCM 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 Members and TCM VI may be deemed to beneficially own the shares held by TCV VI, L.P. but the TCM Members and TCM VI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
4. In kind pro-rata distribution from TCV Member Fund, L.P. ("TCV MF") to its partners, without consideration.
5. These shares are held directly by TCV MF. Each of the TCM Members are Class A Members of TCM VI which is a general partner of TCV MF and limited partners of TCM VI. The TCM Members and TCM VI may be deemed to beneficially own the shares held by TCV MF but the TCM Members and TCM VI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
6. Acquisition by TCM VI pursuant to an in kind pro-rata distribution by TCV VI, L.P. to its partners, without consideration.
7. These shares are held directly by TCM VI. The TCM Members are Class A Members of TCM VI which is the sole general partner of TCV VI, L.P. and a general partner of TCV MM. The number of shares reported by TCM VI does not include shares indirectly held by TCV VI, L.P. and TCV Member Fund, L.P. The TCM Members may be deemed to beneficially own the shares held by TCM VI but the TCM Members disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
8. In kind pro-rata distribution from TCM VI to its members, without consideration.
9. Acquisition by Drew Family Partners pursuant to an in kind pro-rata distribution by TCM VI to its partners, without consideration.
10. Drew is a partner of Drew Family Partners. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
11. Acquisition by The Reynolds Family Trust pursuant to an in kind pro-rata distribution by TCM VI to its partners without consideration.
12. Reynolds is a trustee of The Reynolds Family Trust. Reynolds disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
13. Acquisition by The Griffith Family 2004 Trust pursuant to an in kind pro-rata distribution by TCM VI to its partners, without consideration.
14. Griffith is a trustee of The Griffith Family 2004 Trust. Griffith disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
15. Acquisition by Robert W. Trudeau pursuant to an in kind pro-rata distribution by TCM VI to its partners, without consideration.
16. Acquisition by Drew Family Trust dated 10/5/2004 pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.
17. Drew is a trustee of The Drew Family Trust dated 10/5/04. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
18. Acquisition by The Reynolds Family Trust pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.
19. Acquisition by The Griffith Family 2004 Trust pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.
20. Acquisition by Robert W. Trudeau pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.
21. Acquisition by Drew Family Trust dated 10/5/2004 pursuant to an in kind pro-rata distribution by TCM IV to its partners, without consideration.
22. Acquisition by The Reynolds Family Trust pursuant to an in kind pro-rata distribution by TCM IV to its partners, without consideration.
23. Acquisition by The Griffith Family 2004 Trust pursuant to an in kind pro-rata distribution by TCM IV to its partners, without consideration.
Remarks:
Carla S. Newell Authorized signatory for TCV VI, L.P. 02/09/2009
Carla S. Newell Authorized signatory for TCV Member Fund, L.P. 02/09/2009
Carla S. Newell Authorized signatory for Technology Crossover Management VI, L.L.C. 02/09/2009
Carla S. Newell Authorized signatory for John L. Drew 02/09/2009
Carla S. Newell Authorized signatory for Jon Q. Reynolds, Jr. 02/09/2009
Carla S. Newell Authorized signatory for William J. G. Griffith IV 02/09/2009
Carla S. Newell Authorized signatory for Robert W. Trudeau 02/09/2009
** 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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