NETFLIX INC — Director's Dealing 2011

Feb 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETFLIX INC (NFLX)
CIK: 0001065280
Period of Report: 2011-02-01

Reporting Person: HOAG JAY C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Common Stock	J	891682	—	Disposed	891683	Indirect
2011-02-01	Common Stock	J	171669	—	Acquired	171669	Indirect
2011-02-01	Common Stock	J	33250	—	Disposed	33250	Indirect
2011-02-01	Common Stock	J	55	—	Acquired	171724	Indirect
2011-02-01	Common Stock	J	3431	—	Acquired	21431	Indirect
2011-02-01	Common Stock	J	171724	—	Disposed	0	Indirect
2011-02-01	Common Stock	J	45250	—	Acquired	66681	Indirect
2011-02-01	Common Stock	J	9923	—	Acquired	9923	Indirect
2011-02-01	Common Stock	J	240792	—	Disposed	481583	Indirect
2011-02-01	Common Stock	J	1899	—	Disposed	3798	Indirect
2011-02-01	Common Stock	J	2407	—	Acquired	2407	Indirect
2011-02-01	Common Stock	J	2407	—	Disposed	0	Indirect
2011-02-01	Common Stock	J	353	—	Acquired	67034	Indirect
2011-02-01	Common Stock	J	117	—	Acquired	10040	Indirect
2011-02-01	Common Stock	J	263	—	Acquired	67297	Indirect
2010-02-01	Common Stock	J	88	—	Acquired	10128	Indirect
2011-02-02	Common Stock	M	1292	$30.94	Acquired	1292	Direct
2011-02-02	Common Stock	M	1095	$36.51	Acquired	2387	Direct
2011-02-02	Common Stock	M	1290	$31.00	Acquired	3677	Direct
2011-02-02	Common Stock	M	1295	$30.89	Acquired	4972	Direct
2011-02-02	Common Stock	M	1297	$30.84	Acquired	6269	Direct
2011-02-02	Common Stock	M	1083	$36.95	Acquired	7352	Direct
2011-02-02	Common Stock	M	1164	$34.35	Acquired	8516	Direct
2011-02-02	Common Stock	M	984	$40.62	Acquired	9500	Direct
2011-02-02	Common Stock	S	9500	$211.0588	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-01	Non-Qualified Stock Option (right to buy)	$212.90	A	235	Acquired	2021-02-01	Common Stock (235)	Direct
2011-02-02	Non-Qualified Stock Option (right to buy)	$30.94	M	1292	Disposed	2018-03-03	Common Stock (1292)	Direct
2011-02-02	Non-Qualified Stock Option (right to buy)	$36.51	M	1095	Disposed	2018-04-01	Common Stock (1095)	Direct
2011-02-02	Non-Qualified Stock Option (right to buy)	$31.00	M	1290	Disposed	2018-05-01	Common Stock (1290)	Direct
2011-02-02	Non-Qualified Stock Option (right to buy)	$30.89	M	1295	Disposed	2018-06-02	Common Stock (1295)	Direct
2011-02-02	Non-Qualified Stock Option (right to buy)	$30.84	M	1297	Disposed	2018-09-02	Common Stock (1297)	Direct
2011-02-02	Non-Qualified Stock Option (right to buy)	$36.95	M	1083	Disposed	2019-02-02	Common Stock (1083)	Direct
2011-02-02	Non-Qualified Stock Option (right to buy)	$34.35	M	1164	Disposed	2019-03-02	Common Stock (1164)	Direct
2011-02-02	Non-Qualified Stock Option (right to buy)	$40.62	M	984	Disposed	2019-07-01	Common Stock (984)	Direct

Footnotes

F1: In kind pro-rata distribution from TCV IV, L.P. ("TCV IV") to its partners, without consideration.

F2: These shares are held directly by TCV IV. Jay C. Hoag ("Hoag") is a managing member of Technology Crossover Management IV, L.L.C. ("TCM IV") which is the sole general partner of TCV IV. Hoag may be deemed to beneficially own the shares held by TCV IV, but Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: Acquisition by TCM IV pursuant to an in kind pro-rata distribution by TCV IV to its partners, without consideration.

F4: These shares are directly held by TCM IV. Hoag is a managing member of TCM IV which is the general partner of TCV IV and TCV IV Strategic Partners, L.P. ("TCV IV SP"). The number of shares reported by TCM IV does not include the shares held by TCV IV and TCV IV SP. Hoag may be deemed to own the shares held by TCM IV, but Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F5: In kind pro-rata distribution from TCV IV SP to its partners, without consideration.

F6: These shares are held directly by TCV IV SP. Hoag is a limited partner and a managing member of TCM IV which is the sole general partner of TCV IV SP. Hoag may be deemed to beneficially own the shares held by TCV IV SP, but Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F7: Acquisition by TCM IV pursuant to an in kind pro-rata distribution by TCV IV SP to its partners, without consideration.

F8: Acquisition by The Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCV IV SP to its partners, without consideration.

F9: 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.

F10: In kind pro-rata distribution from TCM IV to its members, without consideration.

F11: 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.

F12: Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM IV to its members, without consideration.

F13: 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.

F14: In kind pro-rata distribution from TCV VI, L.P. ("TCV VI") to its partners, without consideration.

F15: These shares are held directly by TCV VI. Hoag is a Class A Member of Technology Crossover Management VI, L.L.C. ("TCM VI") which is the sole general partner of TCV VI. Hoag may be deemed to beneficially own the shares held by TCV VI, but Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F16: In kind pro-rata distribution from TCV Member Fund, L.P. ("TCV MF") to its partners, without consideration.

F17: These shares are held directly by TCV MF. Hoag is a Class A Member of TCM VI which is a general partner of TCV MF and a limited partner of TCV MF. Hoag may be deemed to beneficially own the shares held by TCV MF, but Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F18: Acquisition by TCM VI pursuant to an in kind pro-rata distribution by TCV VI to its partners, without consideration.

F19: These shares are directly held by TCM VI. Hoag is a Class A Member of TCM VI which is the sole general partner of TCV VI and a general partner of TCV MF. The number of shares reported by TCM VI does not include the shares held by TCV VI and TCV MF. Hoag may be deemed to own the shares held by TCM VI, but Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F20: In kind pro-rata distribution from TCM VI to its members, without consideration.

F21: 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.

F22: Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM VI to its partners, without consideration.

F23: 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.

F24: Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.

F25: 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, Hamilton Investments Limited Partnership, TCV IV, L.P., TCV IV Strategic Partners, L.P., TCV VI, L.P. and TCV Member Fund, L.P, which are separately reported on this Form 4.

F26: This transaction was executed in multiple trades at prices ranging from $210.90 to $211.25. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon written request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was affected.

F27: These options are 100% vested.

F28: Not applicable.

F29: 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.