Edgar Filing: HOAG JAY C

Ownership Submission

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

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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(Print or Type Responses)

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	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
May be part of a 13(d) group

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET

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

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date 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

(City)

(State)

(Zip)

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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 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. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 25.68

04/27/2010

1,558

11/01/2005

11/01/2015

Common Stock

1,558

⁽¹²⁾

D ⁽¹³⁾

Non-Qualified Stock Option (right to buy)

$ 26.05

04/27/2010

1,536

01/03/2006

01/03/2016

Common Stock

1,536

⁽¹²⁾

D ⁽¹³⁾

Non-Qualified Stock Option (right to buy)

$ 26.61

04/27/2010

1,504

01/03/2007

01/03/2017

Common Stock

1,504

⁽¹²⁾

D ⁽¹³⁾

Non-Qualified Stock Option (right to buy)

$ 22.83

04/27/2010

1,751

03/01/2007

03/01/2017

Common Stock

1,751

⁽¹²⁾

D ⁽¹³⁾

Non-Qualified Stock Option (right to buy)

$ 23.48

04/27/2010

1,704

04/02/2007

04/02/2017

Common Stock

1,704

⁽¹²⁾

D ⁽¹³⁾

Non-Qualified Stock Option (right to buy)

$ 26.29

04/27/2010

1,522

11/01/2007

11/01/2017

Common Stock

1,522

⁽¹²⁾

D ⁽¹³⁾

Non-Qualified Stock Option (right to buy)

$ 23.78

04/27/2010

1,681

12/03/2007

12/03/2017

Common Stock

1,681

⁽¹²⁾

D ⁽¹³⁾

Non-Qualified Stock Option (right to buy)

$ 26.35

04/27/2010

1,517

01/02/2008

01/02/2018

Common Stock

1,517

⁽¹²⁾

D ⁽¹³⁾

Non-Qualified Stock Option (right to buy)

$ 25.39

04/27/2010

1,575

02/01/2008

02/01/2018

Common Stock

1,575

⁽¹²⁾

D ⁽¹³⁾

Non-Qualified Stock Option (right to buy)

$ 23.36

04/27/2010

1,712

11/03/2008

11/03/2018

Common Stock

1,712

⁽¹²⁾

D ⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301	X	X		May be part of a 13(d) group

Signatures

Frederic D. Fenton Authorized signatory for Jay C. Hoag		04/28/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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