NETFLIX INC — Director's Dealing 2011

Nov 30, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETFLIX INC (NFLX)
CIK: 0001065280
Period of Report: 2011-11-28

Reporting Person: HOAG JAY C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-28	Zero Coupon Senior Convertible Notes Due 2018	$85.7979	P		Acquired	2018-12-01	Common Stock (2331060)	Indirect

Footnotes

F1: The Reporting Person's pecuniary interest in a sale of 4,510 shares of common stock on July 28, 2011 was greater than his pecuniary interest in the deemed purchase on November 28, 2011 of an equivalent number of shares underlying the acquisition of the convertible notes described in this report. As a result, the Reporting Person realized short-swing profits that were subject to disgorgement under Section 16(b) of the Securities Exchange Act of 1934. The Reporting Person has paid to the Issuer the entire amount of the profits.

F2: The Notes are convertible at any time by the holders into shares of the Issuer's common stock. In addition, the Notes are automatically converted into shares of the Issuer's common stock under certain circumstances outlined in the indenture governing the Notes.

F3: The Notes are directly held by TCV VII, L.P., TCV VII(A), L.P. and TCV Member Fund L.P. ("Member Fund"). Jay Hoag and nine other individuals (the "Class A Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII") and Member Fund. Management VII is the general partner of TCM VII, which is the general partner of TCV VII, L.P. and TCV VII(A), L.P. Management VII is also a general partner of Member Fund. The Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., TCV VII(A), L.P. and Member Fund, but each of the Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Management VII has no pecuniary interest in any of the securities that are being jointly reported by the Reporting Persons on this Form 4.