NETFLIX INC — Director's Dealing 2003

Oct 21, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETFLIX INC (nflx)
CIK: 0001065280
Period of Report: 2003-10-16

Reporting Person: SCHUH MICHAEL N (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-16	Common Stock	J	482397	$51.85	Disposed	0	Indirect
2003-10-16	Common Stock	X	425000	$51.85	Acquired	425000	Indirect
2003-10-16	Common Stock	J	425000	$51.85	Disposed	0	Indirect
2003-10-16	Common Stock	J	16983	$7.44	Acquired	0	Indirect
2003-10-16	Common Stock	J	710	$3.003	Acquired	24339	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-10-16	Common Stock Warrant	$3.00	X	909700	Disposed	2006-07-10	Common Stock (458973)	Indirect

Footnotes

F1: In-kind distribution. On 10/16/03, Foundation Capital II, L.P. distributed 482,397 shares of stock to its partners through which Mr. Schuh received 16,983 shares indirectly.

F2: In-kind distribution. On 10/16/03, Foundation Capital Leadership Fund, L.P. distributed 425,000 shares of stock to its partners through which Mr. Schuh received 710 shares indirectly.

F3: Michael N. Schuh is a Manager of Foundation Capital II Management Co., LLC, which is the general partner of Foundation Capital II, L.P. Michael N. Schuh disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F4: Michael N. Schuh is a Manager of FC Leadership Management Co., LLC, which is the general partner of Foundation Capital Leaderhsip Fund, L.P. Michael N. Schuh disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F5: Shares held by Michael N. Schuh as Trustee of the Michael N. and Mary G. Schuh 1990 Family Trust.

F6: The warrants were exercised utilizing the "net excercise" provisions of the warrant. Under that provision, in lieu of paying the cash excercise price, the Company issued fewer than the maximum number of shares based on a formula contained in the warrants. Accordingly, upon the net exercise of the warrants in full, only 425,000 shares of common stock were issued to Foundation Capital Leadership Fund, L.P.