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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HOAG JAY C
2. Issuer Name and Ticker or Trading Symbol

NETFLIX INC [ NFLX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

7/22/2015
(Street)

PALO ALTO, CA 94301
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/22/2015     J (1)    1308931   D $0   3295508   (2) I   TCV VII, L.P.   (3)
Common Stock   7/22/2015     J (4)    679750   D $0   1711415   (5) I   TCV VII (A), L.P.   (6)
Common Stock   7/22/2015     J (7)    11319   D $0   28497   (8) I   TCV Member Fund, L.P.   (9)
Common Stock   7/22/2015     J (10)    859   A $0   386832   (11) I   The Hoag Family Trust U/A DTD 08/02/1994   (12)
Common Stock   7/22/2015     J (13)    859   A $0   2364   (14) I   Hamilton Investments II, Limited Partnership   (15)
Common Stock   7/23/2015     M    3101   A $16.11   3101   D   (16)
 
Common Stock   7/23/2015     M    4305   A $11.62   7406   D   (16)
 
Common Stock   7/23/2015     M    3801   A $13.14   11207   D   (16)
 
Common Stock   7/23/2015     S    9407   D $110.3616   (17) 1800   D   (16)
 
Common Stock   7/23/2015     S    1800   D $110.9411   (18) 0   D   (16)
 
Common Stock                  43386   (19) I   Hamilton Investments Limited Partnership   (20)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Non-Qualified Stock Option (right to buy)   $16.11   7/23/2015     M         3101   (21)   3/1/2012   3/1/2022   Common Stock   3101   (21) $0   (22) 0   D   (16)
 
Non-Qualified Stock Option (right to buy)   $11.62   7/23/2015     M         4305   (23)   5/1/2012   5/1/2022   Common Stock   4305   (23) $0   (22) 0   D   (16)
 
Non-Qualified Stock Option (right to buy)   $13.14   7/23/2015     M         3801   (24)   1/2/2013   1/2/2023   Common Stock   3801   (24) $0   (22) 0   D   (16)
 

Explanation of Responses:
( 1)  In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration.
( 2)  On July 15, 2015, the common stock of Netflix, Inc. split 7-for-1, resulting in TCV VII's ownership of 3,946,662 additional shares of common stock prior to the transactions reported herein.
( 3)  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.
( 4)  In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration.
( 5)  On July 15, 2015, the common stock of Netflix, Inc. split 7-for-1, resulting in TCV VII(A)'s ownership of 2,049,570 additional shares of common stock prior to the transactions reported herein.
( 6)  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.
( 7)  In kind pro-rata distribution from TCV Member Fund, L.P. ("Member Fund") to its partners, without consideration.
( 8)  On July 15, 2015, the common stock of Netflix, Inc. split 7-for-1, resulting in Member Fund's ownership of 34,128 additional shares of common stock prior to the transactions reported herein.
( 9)  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.
( 10)  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.
( 11)  On July 15, 2015, the common stock of Netflix, Inc. split 7-for-1, resulting in The Hoag Family Trust U/A/ DTD 08/02/1994's ownership of 330,834 additional shares of common stock prior to the transactions reported herein.
( 12)  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.
( 13)  Acquisition by the Hamilton Investments II, Limited Partnership pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration.
( 14)  On July 15, 2015, the common stock of Netflix, Inc. split 7-for-1, resulting in Hamilton Investments II, Limited Partnership's ownership of 1,290 additional shares of common stock prior to the transactions reported herein.
( 15)  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.
( 16)  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.
( 17)  This number represents a weighted average sale price per share. The shares were sold at prices ranging from $109.90 to $110.88 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 18)  This number represents a weighted average sale price per share. The shares were sold at prices ranging from $110.90 to $110.99 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 19)  On July 15, 2015, the common stock of Netflix, Inc. split 7-for-1, resulting in Hamilton Investments Limited Partnership's ownership of 37,188 additional shares of common stock prior to the transactions reported herein.
( 20)  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.
( 21)  This option was previously reported as covering 443 shares at an exercise price of $112.75 per share, but was adjusted to reflect the stock split that occurred on July 15, 2015.
( 22)  Not Applicable.
( 23)  This option was previously reported as covering 615 shares at an exercise price of $81.36 per share, but was adjusted to reflect the stock split that occurred on July 15, 2015.
( 24)  This option was previously reported as covering 543 shares at an exercise price of $92.01 per share, but was adjusted to reflect the stock split that occurred on July 15, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HOAG JAY C
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
X



Signatures
Frederic D. Fenton Authorized signatory for Jay C. Hoag 7/24/2015
** 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 control number.
Netflix (NASDAQ:NFLX)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Netflix Charts.
Netflix (NASDAQ:NFLX)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Netflix Charts.