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NETFLIX INC — Major Shareholding Notification 2004
Aug 24, 2004
29748_mrq_2004-08-24_03327db4-e6f1-4d5e-9087-c623c5a7fb76.zip
Major Shareholding Notification
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SC 13G 1 a04-9867_1sc13g.htm SC 13G
*UNITED STATES*
*SECURITIES AND EXCHANGE COMMISSION*
*Washington, D.C. 20549*
*SCHEDULE 13G*
*(Rule 13d-102)*
*Information Statement Pursuant to Rules 13d-1 and 13d-2*
*Under the Securities Exchange Act of 1934* (Amendment No. )*
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 64110L106 |
| (CUSIP Number) |
| August 16, 2004 |
| Date of Event Which Requires Filing of the Statement |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
ý Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 64110L106 13G Page 2 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Limited Partnership — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership U.S.A. | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| | 6. | SHARED VOTING POWER 681,524
shares of Common Stock 13,194
call options (exercisable into 1,319,400 shares of Common Stock) |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER See Row 6 above. |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row
6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of
this filing (based on 52,151,951 shares of Common Stock issued and
outstanding as of July 19, 2004). | |
| 12. | TYPE OF REPORTING PERSON* PN; HC | |
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CUSIP NO. 64110L106 13G Page 3 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GLB
Partners, L.P. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership U.S.A. | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| | 6. | SHARED VOTING POWER 681,524 shares of Common Stock 13,194
call options (exercisable into 1,319,400 shares of Common Stock) |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER See Row 6 above. |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row
6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of
this filing (based on 52,151,951 shares of Common Stock issued and
outstanding as of July 19, 2004). | |
| 12. | TYPE OF REPORTING PERSON* PN; HC | |
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CUSIP NO. 64110L106 13G Page 4 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Investment Group, L.L.C. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company U.S.A. | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| | 6. | SHARED VOTING POWER 681,524 shares of Common Stock 13,194 call options (exercisable into 1,319,400 shares of Common Stock) |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER See Row 6 above. |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row
6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of
this filing (based on 52,151,951 shares of Common Stock issued and
outstanding as of July 19, 2004). | |
| 12. | TYPE OF REPORTING PERSON* OO; HC | |
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CUSIP NO. 64110L106 13G Page 5 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth
Griffin — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen U.S.A. | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| | 6. | SHARED VOTING POWER 681,524 shares of Common Stock 13,194
call options (exercisable into 1,319,400 shares of Common Stock) |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER See Row 6 above. |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row
6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of
this filing (based on 52,151,951 shares of Common Stock issued and
outstanding as of July 19, 2004). | |
| 12. | TYPE OF REPORTING PERSON* IN; HC | |
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CUSIP NO. 64110L106 13G Page 6 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Wellington Partners L.P. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| | 6. | SHARED VOTING POWER 681,524
shares of Common Stock 13,194
call options (exercisable into 1,319,400 shares of Common Stock) |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER See Row 6 above. |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row
6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of
this filing (based on 52,151,951 shares of Common Stock issued and
outstanding as of July 19, 2004). | |
| 12. | TYPE OF REPORTING PERSON* PN; HC | |
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CUSIP NO. 64110L106 13G Page 7 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Wellington Partners L.P. SE — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| | 6. | SHARED VOTING POWER 681,524
shares of Common Stock 13,194
call options (exercisable into 1,319,400 shares of Common Stock) |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER See Row 6 above. |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row
6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of
this filing (based on 52,151,951 shares of Common Stock issued and
outstanding as of July 19, 2004). | |
| 12. | TYPE OF REPORTING PERSON* PN; HC | |
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CUSIP NO. 64110L106 13G Page 8 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Kensington Global Strategies Fund Ltd. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda company | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| | 6. | SHARED VOTING POWER 681,524
shares of Common Stock 13,194
call options (exercisable into 1,319,400 shares of Common Stock) |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER See Row 6 above. |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row
6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of
this filing (based on 52,151,951 shares of Common Stock issued and outstanding
as of July 19, 2004). | |
| 12. | TYPE OF REPORTING PERSON* CO; HC | |
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CUSIP NO. 64110L106 13G Page 9 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Equity Fund Ltd. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| | 6. | SHARED VOTING POWER 681,524
shares of Common Stock 13,194
call options (exercisable into 1,319,400 shares of Common Stock) |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER See Row 6 above. |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row
6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of
this filing (based on 52,151,951 shares of Common Stock issued and
outstanding as of July 19, 2004). | |
| 12. | TYPE OF REPORTING PERSON* CO; HC | |
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CUSIP NO. 64110L106 13G Page 10 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Distressed and Credit Opportunity Fund Ltd. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| | 6. | SHARED VOTING POWER 681,524
shares of Common Stock 13,194
call options (exercisable into 1,319,400 shares of Common Stock) |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER See Row 6 above. |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of this filing (based on 52,151,951
shares of Common Stock issued and outstanding as of July 19, 2004). | |
| 12. | TYPE OF REPORTING PERSON* CO; HC | |
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CUSIP NO. 64110L106 13G Page 11 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Jackson Investment Fund Ltd. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |
|---|---|---|
| (a) | ý | |
| (b) | o | |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER 681,524 shares of Common Stock 13,194 call options (exercisable into 1,319,400 shares of Common Stock) | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER See Row 6 above. | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of this filing (based on 52,151,951 | |
| shares of Common Stock issued and outstanding as of July 19, 2004). | ||
| 12. | TYPE OF REPORTING PERSON* CO; HC |
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CUSIP NO. 64110L106 13G Page 12 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Credit Trading Ltd. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |
|---|---|---|
| (a) | ý | |
| (b) | o | |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER 681,524 shares of Common Stock 13,194 call options (exercisable into 1,319,400 shares of Common Stock) | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER See Row 6 above. | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of this filing (based on 52,151,951 | |
| shares of Common Stock issued and outstanding as of July 19, 2004). | ||
| 12. | TYPE OF REPORTING PERSON* CO |
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CUSIP NO. 64110L106 13G Page 13 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Derivatives Group LLC — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| | 6. | SHARED VOTING POWER 681,524 shares of Common Stock 13,194 call options (exercisable into 1,319,400 shares of Common Stock) |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER See Row 6 above. |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of this filing (based on 52,151,951
shares of Common Stock issued and outstanding as of July 19, 2004). | |
| 12. | TYPE OF REPORTING PERSON* OO | |
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CUSIP NO. 64110L106 13G Page 14 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aragon Investments, Ltd. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |
|---|---|---|
| (a) | ý | |
| (b) | o | |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda company | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER 681,524 shares of Common Stock 13,194 call options (exercisable into 1,319,400 shares of Common Stock) | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER See Row 6 above. | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of this filing (based on 52,151,951 | |
| shares of Common Stock issued and outstanding as of July 19, 2004). | ||
| 12. | TYPE OF REPORTING PERSON* CO |
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CUSIP NO. 64110L106 13G Page 15 of 23 Pages
| 2. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Trading Group L.L.C. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| | 6. | SHARED VOTING POWER 681,524 shares of Common Stock 13,194 call options (exercisable into 1,319,400 shares of Common Stock) |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER See Row 6 above. |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.8% as of the date of this filing (based on 52,151,951
shares of Common Stock issued and outstanding as of July 19, 2004). | |
| 12. | TYPE OF REPORTING PERSON* OO | |
Page 15 of 23
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CUSIP NO. 64110L106 13G Page 16 of 23 Pages
| Item 1(a) | Name of
Issuer: NETFLIX, INC. |
| --- | --- |
| 1(b) | Address of
Issuers Principal Executive Offices: |
| | 970 University Avenue |
| | Los Gatos, CA 95032 |
| Item 2(a) | Name of
Person Filing |
| Item 2(b) | Address of
Principal Business Office |
| Item 2(c) | Citizenship |
| Citadel Limited Partnership |
|---|
| 131 S. |
| Dearborn Street, 32nd Floor |
| Chicago, |
| Illinois 60603 |
| Illinois |
| limited partnership |
| GLB |
| Partners, L.P. |
| 131 S. |
| Dearborn Street, 32nd Floor |
| Chicago, |
| Illinois 60603 |
| Delaware |
| limited partnership |
| Citadel |
| Investment Group, L.L.C. |
| 131 S. |
| Dearborn Street, 32nd Floor |
| Chicago, |
| Illinois 60603 |
| Delaware |
| limited liability company |
| Kenneth |
| Griffin |
| 131 S. |
| Dearborn Street, 32nd Floor |
| Chicago, |
| Illinois 60603 |
| U.S. Citizen |
| Citadel Wellington Partners L.P. |
| c/o Citadel Investment Group, L.L.C. |
| 131 S. Dearborn Street, 32nd Floor |
| Chicago, Illinois 60603 |
| Illinois limited partnership |
| Citadel Wellington Partners L.P. SE |
| c/o Citadel Investment Group, L.L.C. |
| 131 S. Dearborn Street, 32nd Floor |
| Chicago, Illinois 60603 |
| Delaware limited partnership |
Page 16 of 23
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CUSIP NO. 64110L106 13G Page 17 of 23 Pages
| Citadel
Kensington Global Strategies Fund Ltd. |
| --- |
| c/o Citadel
Investment Group, L.L.C. |
| 131 S.
Dearborn Street, 32nd Floor |
| Chicago,
Illinois 60603 |
| Bermuda company |
| Citadel
Equity Fund Ltd. |
| c/o Citadel
Investment Group, L.L.C. |
| 131 S.
Dearborn Street, 32nd Floor |
| Chicago,
Illinois 60603 |
| Cayman Islands company |
| Citadel
Distressed and Credit Opportunity Fund Ltd. |
| c/o Citadel
Investment Group, L.L.C. |
| 131 S.
Dearborn Street, 32nd Floor |
| Chicago,
Illinois 60603 |
| Cayman Islands company |
| Citadel
Jackson Investment Fund Ltd. |
| c/o Citadel
Investment Group, L.L.C. |
| 131 S.
Dearborn Street, 32nd Floor |
| Chicago,
Illinois 60603 |
| Cayman Islands company |
| Citadel
Credit Trading Ltd. |
| c/o Citadel
Investment Group, L.L.C. |
| 131 S.
Dearborn Street, 32nd Floor |
| Chicago,
Illinois 60603 |
| Cayman Islands company |
| Citadel
Derivatives Group LLC |
| c/o Citadel
Investment Group, L.L.C. |
| 131 S.
Dearborn Street, 32nd Floor |
| Chicago,
Illinois 60603 |
| Delaware limited liability company |
| Aragon
Investments, Ltd. |
| c/o Citadel
Investment Group, L.L.C. |
| 131 S.
Dearborn Street, 32nd Floor |
| Chicago,
Illinois 60603 |
| Bermuda company |
| Citadel Trading Group L.L.C. |
| c/o Citadel
Investment Group, L.L.C. |
| 131 S.
Dearborn Street, 32nd Floor |
| Chicago,
Illinois 60603 |
| Delaware limited liability company |
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CUSIP NO. 64110L106 13G Page 18 of 23 Pages
2(d) Title of Class of Securities:
*Common Stock, par value $0.001 per share*
2(e) CUSIP Number: *64110L106*
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
| (a) | o | Broker or
dealer registered under Section 15 of the Exchange Act; |
| --- | --- | --- |
| (b) | o | Bank as
defined in Section 3(a)(6) of the Exchange Act; |
| (c) | o | Insurance
company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | o | Investment
company registered under Section 8 of the Investment Company Act; |
| (e) | o | An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | o | An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | o | A parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | o | A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | o | A church
plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act; |
| (j) | o | Group, in
accordance with Rule 13d-1(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(c), check this box. ý
Item 4 Ownership:
*CITADEL LIMITED PARTNERSHIP GLB PARTNERS, L.P. CITADEL INVESTMENT GROUP, L.L.C. KENNETH GRIFFIN CITADEL WELLINGTON PARTNERS L.P.*
*CITADEL WELLINGTON PARTNERS L.P. SE*
*CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD. CITADEL EQUITY FUND LTD.*
*CITADEL DISTRESSED AND CREDIT OPPORTUNITY FUND LTD.*
*CITADEL JACKSON INVESTMENT FUND LTD.*
*CITADEL CREDIT TRADING LTD.*
*CITADEL DERIVATIVES GROUP LLC*
*ARAGON INVESTMENTS, LTD.*
*CITADEL TRADING GROUP L.L.C.*
(a) Amount beneficially owned:
681,524 shares of Common Stock
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CUSIP NO. 64110L106 13G Page 19 of 23 Pages
13,194 call options (exercisable into 1,319,400 shares of Common Stock)
(b) Percent of Class:
Approximately 3.8% as of the date of this filing (based on 52,151,951 shares of Common Stock issued and outstanding as of July 19, 2004).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
The obligation to file this Schedule 13G arose on August 16, 2004. The Reporting Persons have subsequently reduced their beneficial ownership to the currently reported percentage. At no time since August 16, 2004 have the Reporting Persons been the beneficial owners of greater than 10% of the Company's outstanding Common Stock as determined in accordance with Rule 13d of the Securities Exchange Act of 1934.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
See Item 2 above.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Page 19 of 23
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CUSIP NO. 64110L106 13G Page 20 of 23 Pages
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 20 of 23
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CUSIP NO. 64110L106 13G Page 21 of 23 Pages
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Dated this
23rd day of August, 2004 | | KENNETH GRIFFIN — By: | /s/ Kenneth
Griffin |
| --- | --- | --- | --- |
| | | | Kenneth
Griffin, President |
| CITADEL
LIMITED PARTNERSHIP | | CITADEL
INVESTMENT GROUP, L.L.C. | |
| By: | GLB Partners, L.P., | By: | /s/ Kenneth
Griffin |
| | its General Partner | | Kenneth
Griffin, President |
| By: Citadel Investment Group, L.L.C., its General Partner | | CITADEL
EQUITY FUND LTD. | |
| By: | /s/ Kenneth
Griffin | By: Citadel Limited Partnership, | |
| | Kenneth
Griffin, President | its Portfolio Manager | |
| GLB
PARTNERS, L.P. | | By: GLB Partners, L.P., its General Partner | |
| By: Citadel Investment Group, L.L.C., its General Partner | | By: Citadel Investment Group, L.L.C., its General Partner | |
| By: | /s/ Kenneth
Griffin | By: | /s/ Kenneth
Griffin |
| | Kenneth
Griffin, President | | Kenneth
Griffin, President |
| CITADEL
WELLINGTON PARTNERS L.P. | | ARAGON INVESTMENTS, LTD. | |
| By: Citadel Limited Partnership, its General Partner | | By: Citadel Limited Partnership, its Portfolio Manager | |
| By: GLB Partners, L.P., its General Partner | | By: GLB Partners, L.P., its General Partner | |
| By: Citadel Investment Group, L.L.C., its General Partner | | By: Citadel Investment Group, L.L.C., its General Partner | |
| By: | /s/ Kenneth
Griffin | By: | /s/ Kenneth
Griffin |
| | Kenneth
Griffin, President | | Kenneth
Griffin, President |
Page 21 of 23
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CUSIP NO. 64110L106 13G Page 22 of 23 Pages
| CITADEL WELLINGTON PARTNERS L.P. SE — By: Citadel Limited Partnership, its General Partner | CITADEL DERIVATIVES GROUP LLC — By: Citadel Limited Partnership, its Managing Member | ||
|---|---|---|---|
| By: GLB Partners, L.P., its General Partner | By: GLB Partners, L.P., its General Partner | ||
| By: Citadel Investment Group, L.L.C., its General Partner | By: Citadel Investment Group, L.L.C., its General Partner | ||
| By: | /s/ Kenneth | ||
| Griffin | By: | /s/ Kenneth | |
| Griffin | |||
| Kenneth | |||
| Griffin, President | Kenneth | ||
| Griffin, President | |||
| CITADEL | |||
| DISTRESSED AND CREDIT OPPORTUNITY | |||
| FUND LTD. | CITADEL CREDIT TRADING LTD. | ||
| By: Citadel Limited Partnership, its Portfolio Manager | By: Citadel Limited Partnership, its Portfolio Manager | ||
| By: GLB Partners, L.P., its General Partner | By: GLB Partners, L.P., its General Partner | ||
| By: Citadel Investment Group, L.L.C., its General Partner | By: Citadel Investment Group, L.L.C., its General Partner | ||
| By: | /s/ Kenneth | ||
| Griffin | By: | /s/ Kenneth | |
| Griffin | |||
| Kenneth | |||
| Griffin, President | Kenneth Griffin, | ||
| President |
Page 22 of 23
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CUSIP NO. 64110L106 13G Page 23 of 23 Pages
| CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD. — By: Citadel Limited Partnership, its Portfolio Manager | CITADEL JACKSON INVESTMENT FUND LTD. — By: Citadel Limited Partnership, its Portfolio Manager | ||
|---|---|---|---|
| By: GLB Partners, L.P., its General Partner | By: GLB Partners, L.P., its General Partner | ||
| By: Citadel Investment Group, L.L.C., its General Partner | By: Citadel Investment Group, L.L.C., its General Partner | ||
| By: | /s/ Kenneth | ||
| Griffin | By: | /s/ Kenneth | |
| Griffin | |||
| Kenneth | |||
| Griffin, President | Kenneth | ||
| Griffin, President | |||
| CITADEL TRADING GROUP L.L.C. | |||
| By: Citadel Limited Partnership, its Portfolio Manager | |||
| By: GLB Partners, L.P., its General Partner | |||
| By: Citadel Investment Group, L.L.C., its General Partner | |||
| By: | /s/ Kenneth | ||
| Griffin | |||
| Kenneth | |||
| Griffin, President |
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