Statement of Changes in Beneficial Ownership (4)
April 24 2015 - 6:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
HOAG JAY C
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2. Issuer Name
and
Ticker or Trading Symbol
NETFLIX INC
[
NFLX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/22/2015
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(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/22/2015
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J
(1)
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130893
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D
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$0
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657777
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I
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TCV VII, L.P.
(2)
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Common Stock
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4/22/2015
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J
(3)
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67975
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D
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$0
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341595
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I
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TCV VII (A), L.P.
(4)
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Common Stock
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4/22/2015
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J
(5)
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1132
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D
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$0
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5688
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I
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TCV Member Fund, L.P.
(6)
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Common Stock
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4/22/2015
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J
(7)
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85
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A
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$0
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64069
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I
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The Hoag Family Trust U/A DTD 08/02/1994
(8)
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Common Stock
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4/22/2015
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J
(9)
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86
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A
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$0
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215
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I
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Hamilton Investments II, Limited Partnership
(10)
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Common Stock
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4/23/2015
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M
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658
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A
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$76.01
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658
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D
(11)
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Common Stock
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4/23/2015
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M
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644
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A
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$77.69
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1302
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D
(11)
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Common Stock
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4/23/2015
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S
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1302
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D
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$555.9501
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0
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D
(11)
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Common Stock
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12396
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I
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Hamilton Investments Limited Partnership
(12)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$76.01
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4/23/2015
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M
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658
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12/3/2012
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12/3/2022
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Common Stock
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658
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$0
(13)
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0
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D
(11)
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Non-Qualified Stock Option (right to buy)
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$77.69
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4/23/2015
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M
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644
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11/1/2012
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11/1/2022
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Common Stock
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644
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$0
(13)
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0
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D
(11)
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Explanation of Responses:
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(
1)
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In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration.
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(
2)
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These shares are directly held by TCV VII. Jay C. Hoag is a Class A Director of Technology Crossover Management VII, Ltd. ("Management VII") and a limited partner of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII. Mr. Hoag may be deemed to beneficially own the shares held by TCV VII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(
3)
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In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration.
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(
4)
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These shares are directly held by TCV VII (A). Jay C. Hoag is a Class A Director of Management VII and a limited partner of TCM VII. Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII (A). Mr. Hoag may be deemed to beneficially own the shares held by TCV VII (A) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(
5)
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In kind pro-rata distribution from TCV Member Fund, L.P. ("Member Fund") to its partners, without consideration.
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(
6)
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These shares are directly held by Member Fund. Jay C. Hoag is a limited partner of Member Fund and a Class A Director of Management VII. Management VII is a general partner of Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(
7)
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Acquisition by the The Hoag Family Trust U/A/ DTD 08/02/1994 pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration.
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(
8)
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These shares are held by The Hoag Family Trust U/A DTD 08/02/1994. Jay C. Hoag is a trustee of The Hoag Family Trust U/A DTD 08/02/1994. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(
9)
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Acquisition by the Hamilton Investments II, Limited Partnership pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration.
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(
10)
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These shares are held by Hamilton Investments II Limited Partnership. Jay C. Hoag is the general partner of Hamilton Investments II Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(
11)
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Jay C. Hoag has sole voting and dispositive power over the options he holds directly. However, TCV VII Management, L.L.C. has a right to 100% of the pecuniary interest in such options. Mr. Hoag is a Member of TCV VII Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.
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(
12)
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These shares are held by Hamilton Investments Limited Partnership. Jay C. Hoag is the sole general partner and a limited partner of Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(
13)
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Not Applicable.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HOAG JAY C
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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Signatures
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Frederic D. Fenton Authorized signatory for Jay C. Hoag
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4/24/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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