SEC FORM 4

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

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(d) group

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/26/2010		J⁽¹⁾		6,761	A	$0	6,761	I	The Hoag Family Trust U/A Dtd 8/2/94⁽²⁾⁽³⁾
Common Stock	04/26/2010		J⁽⁴⁾		119,185	A	$0	125,946	I	The Hoag Family Trust U/A Dtd 8/2/94⁽²⁾⁽³⁾
Common Stock	04/26/2010		J⁽⁵⁾		26,138	A	$0	26,138	I	Hamilton Investments Limited Partnership⁽²⁾⁽⁶⁾
Common Stock	04/26/2010		J⁽⁷⁾		704	A	$0	126,650	I	The Hoag Family Trust U/A Dtd 8/2/94⁽²⁾⁽³⁾
Common Stock	04/26/2010		J⁽⁸⁾		235	A	$0	26,373	I	Hamilton Investments Limited Partnership⁽²⁾⁽⁶⁾
Common Stock	04/26/2010		J⁽⁹⁾		525	A	$0	127,175	I	The Hoag Family Trust U/A Dtd 8/2/94⁽²⁾⁽³⁾
Common Stock	04/26/2010		J⁽¹⁰⁾		175	A	$0	26,548	I	Hamilton Investments Limited Partnership⁽²⁾⁽⁶⁾
Common Stock	04/27/2010		M		1,558	A	$25.68	1,558	I	Jay C. Hoag⁽²⁾⁽¹¹⁾
Common Stock	04/27/2010		M		1,536	A	$26.05	3,094	I	Jay C. Hoag⁽²⁾⁽¹¹⁾
Common Stock	04/27/2010		M		1,504	A	$26.61	4,598	I	Jay C. Hoag⁽²⁾⁽¹¹⁾
Common Stock	04/27/2010		M		1,751	A	$22.83	6,349	I	Jay C. Hoag⁽²⁾⁽¹¹⁾
Common Stock	04/27/2010		M		1,704	A	$23.48	8,053	I	Jay C. Hoag⁽²⁾⁽¹¹⁾
Common Stock	04/27/2010		M		1,522	A	$26.29	9,575	I	Jay C. Hoag⁽²⁾⁽¹¹⁾
Common Stock	04/27/2010		M		1,681	A	$23.78	11,256	I	Jay C. Hoag⁽²⁾⁽¹¹⁾
Common Stock	04/27/2010		M		1,517	A	$26.35	12,773	I	Jay C. Hoag⁽²⁾⁽¹¹⁾
Common Stock	04/27/2010		M		1,575	A	$25.39	14,348	I	Jay C. Hoag⁽²⁾⁽¹¹⁾
Common Stock	04/27/2010		M		1,712	A	$23.36	16,060	I	Jay C. Hoag⁽²⁾⁽¹¹⁾
Common Stock	04/27/2010		S		16,060	D	$104	0	I	Jay C. Hoag⁽²⁾⁽¹¹⁾
Common Stock	04/27/2010		S		115,175	D	$104.2828	12,000	I	The Hoag Family Trust U/A Dtd 8/2/94⁽²⁾⁽³⁾
Common Stock	04/27/2010		S		26,548	D	$104.2828	0	I	Hamilton Investments Limited Partnership⁽²⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$25.68	04/27/2010		M			1,558	11/01/2005	11/01/2015	Common Stock	1,558	⁽¹²⁾	0	D⁽¹³⁾
Non-Qualified Stock Option (right to buy)	$26.05	04/27/2010		M			1,536	01/03/2006	01/03/2016	Common Stock	1,536	⁽¹²⁾	0	D⁽¹³⁾
Non-Qualified Stock Option (right to buy)	$26.61	04/27/2010		M			1,504	01/03/2007	01/03/2017	Common Stock	1,504	⁽¹²⁾	0	D⁽¹³⁾
Non-Qualified Stock Option (right to buy)	$22.83	04/27/2010		M			1,751	03/01/2007	03/01/2017	Common Stock	1,751	⁽¹²⁾	0	D⁽¹³⁾
Non-Qualified Stock Option (right to buy)	$23.48	04/27/2010		M			1,704	04/02/2007	04/02/2017	Common Stock	1,704	⁽¹²⁾	0	D⁽¹³⁾
Non-Qualified Stock Option (right to buy)	$26.29	04/27/2010		M			1,522	11/01/2007	11/01/2017	Common Stock	1,522	⁽¹²⁾	0	D⁽¹³⁾
Non-Qualified Stock Option (right to buy)	$23.78	04/27/2010		M			1,681	12/03/2007	12/03/2017	Common Stock	1,681	⁽¹²⁾	0	D⁽¹³⁾
Non-Qualified Stock Option (right to buy)	$26.35	04/27/2010		M			1,517	01/02/2008	01/02/2018	Common Stock	1,517	⁽¹²⁾	0	D⁽¹³⁾
Non-Qualified Stock Option (right to buy)	$25.39	04/27/2010		M			1,575	02/01/2008	02/01/2018	Common Stock	1,575	⁽¹²⁾	0	D⁽¹³⁾
Non-Qualified Stock Option (right to buy)	$23.36	04/27/2010		M			1,712	11/03/2008	11/03/2018	Common Stock	1,712	⁽¹²⁾	0	D⁽¹³⁾

Explanation of Responses:

1. Acquisition by The Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCV IV Strategic Partners, L.P. ("TCV IV SP") to its partners, without consideration.

2. This Form 4 is filed by more than one Reporting Person and is a joint filing with the Forms 4 filed by TCV IV, L.P. ("TCV IV"), TCV IV SP, Technology Crossover Management IV, L.L.C. ("TCM IV") and Richard H. Kimball ("Kimball") and by TCV VI, L.P., TCV Member Fund, L.P. ("TCV MF"), Technology Crossover Management VI, L.L.C. ("TCM VI"), John L. Drew ("Drew"), Jon Q. Reynolds, Jr. ("Reynolds"), William J. G. Griffith IV ("Griffith") and Robert W. Trudeau ("Trudeau") on April 28, 2010.

3. Jay C. Hoag ("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.

4. 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.

5. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM IV to its members, without consideration.

6. 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.

7. 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.

8. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM VI to its partners, without consideration.

9. 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.

10. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.

11. 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 and Hamilton Investments Limited Partnership.

12. Not applicable.

13. 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	04/28/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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