NETFLIX INC — Director's Dealing 2013

Feb 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETFLIX INC (NFLX)
CIK: 0001065280
Period of Report: 2013-01-31

Reporting Person: HOAG JAY C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	S	16543	$161.0097	Disposed	208082	Indirect
2013-01-31	Common Stock	S	8591	$161.0097	Disposed	108062	Indirect
2013-01-31	Common Stock	S	156	$161.0097	Disposed	1966	Indirect
2013-01-31	Common Stock	S	47302	$162.0431	Disposed	160780	Indirect
2013-01-31	Common Stock	S	24565	$162.0431	Disposed	83497	Indirect
2013-01-31	Common Stock	S	447	$162.0431	Disposed	1519	Indirect
2013-01-31	Common Stock	S	80282	$162.9272	Disposed	80498	Indirect
2013-01-31	Common Stock	S	41693	$162.9272	Disposed	41804	Indirect
2013-01-31	Common Stock	S	759	$162.9272	Disposed	760	Indirect
2013-01-31	Common Stock	S	44862	$163.8037	Disposed	35636	Indirect
2013-01-31	Common Stock	S	23297	$163.8037	Disposed	18507	Indirect
2013-01-31	Common Stock	S	424	$163.8037	Disposed	336	Indirect
2013-01-31	Common Stock	S	16742	$164.8223	Disposed	18894	Indirect
2013-01-31	Common Stock	S	8695	$164.8223	Disposed	9812	Indirect
2013-01-31	Common Stock	S	158	$164.8223	Disposed	178	Indirect
2013-01-31	Common Stock	S	12084	$166.1577	Disposed	6810	Indirect
2013-01-31	Common Stock	S	6275	$166.1577	Disposed	3537	Indirect
2013-01-31	Common Stock	S	114	$166.1577	Disposed	64	Indirect
2013-01-31	Common Stock	S	6440	$166.9023	Disposed	370	Indirect
2013-01-31	Common Stock	S	3345	$166.9023	Disposed	192	Indirect
2013-01-31	Common Stock	S	61	$166.9023	Disposed	3	Indirect
2013-01-31	Common Stock	S	370	$167.6792	Disposed	0	Indirect
2013-01-31	Common Stock	S	192	$167.6792	Disposed	0	Indirect
2013-01-31	Common Stock	S	3	$167.6792	Disposed	0	Indirect
2013-01-31	Common Stock	M	917	$54.40	Acquired	917	Direct
2013-01-31	Common Stock	S	917	$164.8509	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Non-Qualified Stock Option (right to buy)	$54.50	M	917	Disposed	2022-08-01	Common Stock (917)	Direct
2013-02-01	Non-Qualified Stock Option (right to buy)	$164.80	A	303	Acquired	2023-02-01	Common Stock (303)	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 $160.41 to $161.41 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: Excludes derivative securities reportable on Table II, including without limitation any shares of common stock to be issued upon conversion of the Issuer's Zero Coupon Senior Convertible Notes Due 2018.

F3: 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.

F4: 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.

F5: 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.

F6: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $161.42 to $162.42 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 $162.4210 to $163.42 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 $163.43 to $164.43 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: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $164.44 to $165.43 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.

F10: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $165.50 to $166.50 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.

F11: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $166.54 to $167.53 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.

F12: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $167.55 to $167.75 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.

F13: 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.

F14: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $164.82 to $164.86 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.

F15: 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.

F16: 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.

F17: Not applicable.

F18: These options are 100% vested.