NETFLIX INC — Director's Dealing 2013

Oct 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETFLIX INC (NFLX)
CIK: 0001065280
Period of Report: 2013-10-24

Reporting Person: HOAG JAY C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-24	Common Stock	S	54268	$331.1876	Disposed	1176820	Indirect
2013-10-24	Common Stock	S	28182	$331.1876	Disposed	611143	Indirect
2013-10-24	Common Stock	S	469	$331.1876	Disposed	10178	Indirect
2013-10-24	Common Stock	S	22253	$332.2961	Disposed	1154567	Indirect
2013-10-24	Common Stock	S	11556	$332.2961	Disposed	599587	Indirect
2013-10-24	Common Stock	S	193	$332.2961	Disposed	9985	Indirect
2013-10-24	Common Stock	S	26378	$332.9797	Disposed	1128189	Indirect
2013-10-24	Common Stock	S	13698	$332.9797	Disposed	585889	Indirect
2013-10-24	Common Stock	S	228	$332.9797	Disposed	9757	Indirect
2013-10-24	Common Stock	S	19618	$334.1781	Disposed	1108571	Indirect
2013-10-24	Common Stock	S	10188	$334.1781	Disposed	575701	Indirect
2013-10-24	Common Stock	S	169	$334.1781	Disposed	9588	Indirect
2013-10-24	Common Stock	S	523	$334.7663	Disposed	1108048	Indirect
2013-10-24	Common Stock	S	272	$334.7663	Disposed	575429	Indirect
2013-10-24	Common Stock	S	5	$334.7663	Disposed	9583	Indirect
2013-10-25	Common Stock	M	794	$62.95	Acquired	794	Direct
2013-10-25	Common Stock	S	794	$328.5735	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-25	Non-Qualified Stock Option (right to buy)	$62.95	M	917	Acquired	2022-06-01	Common Stock (917)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	63854	Indirect
Common Stock	12396	Indirect

Footnotes

F1: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $330.60 to $331.59 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.

F2: These securities are directly held by TCV VII, L.P. Jay C. Hoag ("Hoag") and eight other individuals (collectively, 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"). Management VII is the general partner of TCM VII, which is the general partner of TCV VII, L.P. The Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., 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.

F3: These securities are directly held by TCV VII (A), L.P. The Class A Directors are Class A Directors of Management VII and limited partners of TCM VII . Management VII is the general partner of TCM VII, which is the general partner of TCV VII (A), L.P. The Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., 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.

F4: These securities are directly held by TCV Member Fund, L.P. ("Member Fund"). The Class A Directors are Class A Directors of Management VII, which is a general partner of Member Fund, and limited partners of Member Fund. The Class A Directors and Management VII may be deemed to beneficially own the securities held by Member Fund, but each of the Class A Directors and Management VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

F5: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $331.60 to $332.59 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.

F6: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $332.60 to $333.59 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.

F7: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $333.60 to $334.59 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.

F8: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $334.60 to $334.80 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.

F9: Mr. Hoag has the sole voting and dispositive power over the options and the underlying shares to be received upon exercise of such options; however, TCV VII Management, L.L.C. has a right to 100% of the pecuniary interest in such options and the underlying shares to be received upon exercise of 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.

F10: These shares are held by The Hoag Family Trust U/A DTD 08/02/1994. Mr. 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.

F11: These shares are held by Hamilton Investments Limited Partnership. Mr. 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.

F12: Not applicable.