SEC Form 4 · accession 0001082906-15-000016

NETFLIX INC · NFLX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jay C Hoag

Director

Period of report

Apr 22, 2015

Accepted (ET)

Apr 24, 2015 · 6:10 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001065280

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2	Apr 22, 2015	J	130,893	$0.00	D	657,777	I	TCV VII, L.P.
Common Stock^F4	Apr 22, 2015	J	67,975	$0.00	D	341,595	I	TCV VII (A), L.P.
Common Stock^F6	Apr 22, 2015	J	1,132	$0.00	D	5,688	I	TCV Member Fund, L.P.
Common Stock^F8	Apr 22, 2015	J	85	$0.00	A	64,069	I	The Hoag Family Trust U/A DTD 08/02/1994
Common Stock^F10	Apr 22, 2015	J	86	$0.00	A	215	I	Hamilton Investments II, Limited Partnership
Common Stock^F11	Apr 23, 2015	M	658	$76.01	A	658	D
Common Stock^F11	Apr 23, 2015	M	644	$77.69	A	1,302	D
Common Stock^F11	Apr 23, 2015	S	1,302	$555.9501	D	0	D
Common Stock^F12	holding	—	—		—	12,396	I	Hamilton Investments Limited Partnership

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Qualified Stock Option (right to buy)^F13,F11	$76.01	Apr 23, 2015	M	658	D	Dec 3, 2012	Dec 3, 2022	Common Stock	658	0	D
Non-Qualified Stock Option (right to buy)^F13,F11	$77.69	Apr 23, 2015	M	644	D	Nov 1, 2012	Nov 1, 2022	Common Stock	644	0	D

Explanation of responses

F1In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration.
F10These shares are held by Hamilton Investments II Limited Partnership. Jay C. Hoag is the general partner of Hamilton Investments II Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F11Jay C. Hoag has sole voting and dispositive power over the options he holds directly. However, TCV VII Management, L.L.C. has a right to 100% of the pecuniary interest in 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.
F12These shares are held by Hamilton Investments Limited Partnership. Jay C. 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.
F13Not Applicable.
F2These shares are directly held by TCV VII. Jay C. Hoag is a Class A Director of Technology Crossover Management VII, Ltd. ("Management VII") and a limited partner of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII. Mr. Hoag may be deemed to beneficially own the shares held by TCV VII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F3In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration.
F4These shares are directly held by TCV VII (A). Jay C. Hoag is a Class A Director of Management VII and a limited partner of TCM VII. Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII (A). Mr. Hoag may be deemed to beneficially own the shares held by TCV VII (A) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5In kind pro-rata distribution from TCV Member Fund, L.P. ("Member Fund") to its partners, without consideration.
F6These shares are directly held by Member Fund. Jay C. Hoag is a limited partner of Member Fund and a Class A Director of Management VII. Management VII is a general partner of Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7Acquisition by the The Hoag Family Trust U/A/ DTD 08/02/1994 pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration.
F8These shares are held by The Hoag Family Trust U/A DTD 08/02/1994. Jay C. 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.
F9Acquisition by the Hamilton Investments II, Limited Partnership pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration.