NETFLIX INC — Major Shareholding Notification 2005

Feb 14, 2005

SC 13G/A 1 a05-2886_30sc13ga.htm SC 13G/A

*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. 1)**

Netflix, Inc.
(Name of Issuer)
Common Stock
(Title of Class of
Securities)
64110L106
(CUSIP Number)
December 31, 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:

[ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s 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 16 Pages

| 1. — 2. | 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 35,025 shares of Common Stock 3,789 Call Options (exercisable for 378,900 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 0.8% as of December 31, 2004
(based on 52,360,857 shares of Common Stock issued and outstanding as of
October 20, 2004). | | |
| 12. | TYPE OF REPORTING
PERSON | | |
| | PN; HC | | |

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CUSIP NO. 64110L106 13G Page 3 of 16 Pages

| 1. — 2. | 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 35,025 shares of Common Stock 3,789 Call Options (exercisable for 378,900 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 0.8% as of December 31, 2004
(based on 52,360,857 shares of Common Stock issued and outstanding as of
October 20, 2004). | | |
| 12. | TYPE OF REPORTING
PERSON | | |
| | OO; HC | | |

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CUSIP NO. 64110L106 13G Page 4 of 16 Pages

| 1. — 2. | 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 | | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
| | 6. | SHARED VOTING POWER 35,025 shares of Common Stock 3,789 Call Options (exercisable for 378,900 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 0.8% as of December 31, 2004
(based on 52,360,857 shares of Common Stock issued and outstanding as of
October 20, 2004). | | |
| 12. | TYPE OF REPORTING
PERSON | | |
| | IN; HC | | |

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CUSIP NO. 64110L106 13G Page 5 of 16 Pages

| 1. — 2. | 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 35,025 shares of Common Stock 3,789 Call Options (exercisable for 378,900 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 0.8% as of December 31, 2004
(based on 52,360,857 shares of Common Stock issued and outstanding as of
October 20, 2004). | | |
| 12. | TYPE OF REPORTING
PERSON | | |
| | OO; HC | | |

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CUSIP NO. 64110L106 13G Page 6 of 16 Pages

| 1. — 2. | 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 35,025 shares of Common Stock 3,789 Call Options (exercisable for 378,900 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 0.8% as of December 31, 2004
(based on 52,360,857 shares of Common Stock issued and outstanding as of
October 20, 2004). | | |
| 12. | TYPE OF REPORTING
PERSON | | |
| | CO; HC | | |

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CUSIP NO. 64110L106 13G Page 7 of 16 Pages

| 1. — 2. | 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 35,025 shares of Common Stock 3,789 Call Options (exercisable for 378,900 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 0.8% as of December 31, 2004
(based on 52,360,857 shares of Common Stock issued and outstanding as of
October 20, 2004). | | |
| 12. | TYPE OF REPORTING
PERSON | | |
| | CO; HC | | |

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CUSIP NO. 64110L106 13G Page 8 of 16 Pages

| 1. — 2. | 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 35,025 shares of Common Stock 3,789 Call Options (exercisable for 378,900 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 0.8% as of December 31, 2004
(based on 52,360,857 shares of Common Stock issued and outstanding as of
October 20, 2004). | | |
| 12. | TYPE OF REPORTING
PERSON | | |
| | CO; BD | | |

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CUSIP NO. 64110L106 13G Page 9 of 16 Pages

| 1. — 2. | 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 35,025 shares of Common Stock 3,789 Call Options (exercisable for 378,900 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 0.8% as of December 31, 2004
(based on 52,360,857 shares of Common Stock issued and outstanding as of
October 20, 2004). | | |
| 12. | TYPE OF REPORTING
PERSON | | |
| | OO; BD | | |

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CUSIP NO. 64110L106 13G Page 10 of 16 Pages

Item 1(a)	Name of Issuer:
1(b)	Address of Issuer’s 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
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 LLC
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 11 of 16 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 |
| Aragon
Investments, Ltd. |
| c/o Citadel Investment
Group, L.L.C. |
| 131 S. Dearborn Street |
| 32nd Floor |
| Chicago, Illinois 60603 |
| Bermuda
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 |

2(d)
Common Stock, par value $0.001 per share

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CUSIP NO. 64110L106 13G Page 12 of 16 Pages

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) | [] | Broker or dealer
registered under Section 15 of the Exchange Act; |
| --- | --- | --- |
| (b) | [] | Bank as defined
in Section 3(a)(6) of the Exchange Act; |
| (c) | [] | Insurance
company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | [] | Investment
company registered under Section 8 of the Investment Company Act; |
| (e) | [] | An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | [] | An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | [] | A parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | [] | A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | [] | A church plan
that is excluded from the definition of an investment company under Section
3(c)(14) of the Investment Company Act; |
| (j) | [] | 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*

*CITADEL INVESTMENT GROUP, L.L.C.*

*KENNETH GRIFFIN*

*CITADEL WELLINGTON LLC*

*CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.*

*CITADEL EQUITY FUND LTD.*

*ARAGON INVESTMENTS, LTD.*

*CITADEL DERIVATIVES GROUP LLC*

(a) Amount beneficially owned:

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CUSIP NO. 64110L106 13G Page 13 of 16 Pages

| 35,025 shares of Common
Stock | | |
| --- | --- | --- |
| 3,789 Call Options (exercisable for 378,900 shares
of Common Stock) | | |
| (b) | Percent of
Class: | |
| Approximately 0.8% as of December 31, 2004 (based on 52,360,857 shares
of Common Stock issued and outstanding as of October 20, 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 4(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 4(a)
above. |
| Item 5 | Ownership of
Five Percent or Less of a Class: | |
| If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following: ý | | |
| 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. |

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CUSIP NO. 64110L106 13G Page 14 of 16 Pages

| Item 10 |
| --- |
| 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. |
| * Mathew B.
Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney previously filed with the Securities and
Exchange Commission on February 4, 2005, and hereby incorporated by reference
herein. The power of attorney was
filed as an attachment to a filing by Citadel Limited Partnership on Schedule
13G/A for Komag, Incorporated. |

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CUSIP NO. 64110L106 13G Page 15 of 16 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 14th day of February, 2005		KENNETH GRIFFIN — By:	/s/ Matthew B. Hinerfeld
			Matthew B. Hinerfeld, attorney-in-fact*
CITADEL LIMITED PARTNERSHIP		CITADEL INVESTMENT GROUP,
L.L.C.
By:	Citadel Investment Group, L.L.C.,	By:	/s/ Matthew B. Hinerfeld
	its General Partner		Matthew B. Hinerfeld, Managing
			Director and Deputy General Counsel
By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, Managing	ARAGON INVESTMENTS, LTD.
	Director and Deputy General Counsel
		By:	Citadel Limited Partnership,
			its Portfolio Manager
		By:	Citadel Investment Group, L.L.C.,
			its General Partner
		By:	/s/ Matthew B. Hinerfeld
			Matthew B. Hinerfeld, Managing
			Director and Deputy General Counsel

Page 15 of 16

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CUSIP NO. 64110L106 13G Page 16 of 16 Pages

CITADEL WELLINGTON LLC — By:	Citadel Limited Partnership,	CITADEL DERIVATIVES GROUP LLC — By:	Citadel Limited Partnership,
	its Managing Member		its Managing Member
By:	Citadel Investment Group, L.L.C.,	By:	Citadel Investment Group, L.L.C.,
	its General Partner		its General Partner
By:	/s/ Matthew B. Hinerfeld	By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, Managing		Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel		Director and Deputy General Counsel
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.		CITADEL EQUITY FUND LTD.
By:	Citadel Limited Partnership,	By:	Citadel Limited Partnership,
	its Portfolio Manager		its Portfolio Manager
By:	Citadel Investment Group, L.L.C.,	By:	Citadel Investment Group, L.L.C.,
	its General Partner		its General Partner
By:	/s/ Matthew B. Hinerfeld	By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, Managing		Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel		Director and Deputy General Counsel

Page 16 of 16

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