SEC Form 4 · accession 0001082906-18-000003

NETFLIX INC · NFLX

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

Reporting owner

Jay C Hoag

Director

Period of report

Jan 31, 2018

Accepted (ET)

Feb 2, 2018 · 6:13 pm EST

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	Jan 31, 2018	J	654,465	$0.00	D	2,313,810	I	TCV VII, L.P.
Common Stock^F4	Jan 31, 2018	J	339,875	$0.00	D	1,201,602	I	TCV VII (A), L.P.
Common Stock^F6	Jan 31, 2018	J	5,660	$0.00	D	20,008	I	TCV Member Fund, L.P.
Common Stock^F8	Jan 31, 2018	J	252,313	$0.00	A	252,313	I	Technology Crossover Management VII, L.P.
Common Stock^F8	Jan 31, 2018	J	250,156	$0.00	D	2,157	I	Technology Crossover Management VII, L.P.
Common Stock^F11	Jan 31, 2018	J	23,397	$0.00	A	421,836	I	The Hoag Family Trust U/A DTD 08/02/1994
Common Stock^F13	Jan 31, 2018	J	23,398	$0.00	A	80,755	I	Hamilton Investments Limited Partnership
Common Stock^F14,F8	Feb 1, 2018	S	2,157	$268.8679	D	0	I	Technology Crossover Management VII, L.P.
Common Stock^F15	Feb 1, 2018	M	2,121	$23.5429	A	2,121	D
Common Stock^F15	Feb 1, 2018	M	1,848	$27.0529	A	3,969	D
Common Stock^F15	Feb 1, 2018	M	1,918	$26.0614	A	5,887	D
Common Stock^F15	Feb 1, 2018	M	1,645	$30.4157	A	7,532	D
Common Stock^F15	Feb 1, 2018	M	1,575	$31.71	A	9,107	D
Common Stock^F15	Feb 1, 2018	S	9,107	$267.1713	D	0	D
Common Stock^F16	holding	—	—		—	640,434	I	Orange Investor, L.P.
Common Stock^F17	holding	—	—		—	172,704	I	Orange (A) Investor, L.P.
Common Stock^F18	holding	—	—		—	39,777	I	Orange (B) Investor, L.P.
Common Stock^F19	holding	—	—		—	47,085	I	Orange (MF) Investor, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F20,F15	$23.5429	Feb 1, 2018	M	2,121	D	Feb 1, 2013	Feb 1, 2023	Common Stock	2,121	D
Non-Qualified Stock Option (right to buy)^F20,F15	$27.0529	Feb 1, 2018	M	1,848	D	Mar 1, 2013	Mar 1, 2023	Common Stock	1,848	D
Non-Qualified Stock Option (right to buy)^F20,F15	$26.0614	Feb 1, 2018	M	1,918	D	Apr 1, 2013	Mar 4, 2023	Common Stock	1,918	D
Non-Qualified Stock Option (right to buy)^F20,F15	$30.4157	Feb 1, 2018	M	1,645	D	May 1, 2013	May 1, 2023	Common Stock	1,645	D
Non-Qualified Stock Option (right to buy)^F20,F15	$31.71	Feb 1, 2018	M	1,575	D	Jun 3, 2013	Jun 3, 2023	Common Stock	1,575	D

Explanation of responses

F1In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration.
F10Acquisition by The Hoag Family Trust U/A DTD 08/02/1994 pursuant to an in kind pro-rata distribution by each of TCM VII and Member Fund to each of its respective partners, without consideration.
F11These 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.
F12Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by each of TCM VII and Member Fund to each of its respective partners, without consideration.
F13These shares are held by Hamilton Investments Limited Partnership. Jay C. Hoag is the general partner of Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F14This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $268.69 to $269.07 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 purchased at each separate price.
F15Jay C. Hoag has sole voting and dispositive power over the options he holds directly. However, TCV VII Management, L.L.C. and TCV VIII Management, L.L.C. collectively have a right to 100% of the pecuniary interest in such options. Mr. Hoag is a Member of TCV VII Management, L.L.C and 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.
F16These shares are directly held by Orange Investor, L.P. ("Orange Investor"). Jay C. Hoag is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P ("TCM VIII"). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Orange Investor GP, LLC ("Orange GP"), which in turn is the sole general partner of Orange Investor. Mr. Hoag may be deemed to beneficially own the shares held by Orange Investor but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F17These shares are directly held by Orange (A) Investor, L.P. ("Orange (A) Investor"). Jay C. Hoag is a Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Orange GP, which in turn is the sole general partner of Orange (A) Investor. Mr. Hoag may be deemed to beneficially own the shares held by Orange (A) Investor but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F18These shares are directly held by Orange (B) Investor, L.P. ("Orange (B) Investor"). Jay C. Hoag is a Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Orange GP, which in turn is the sole general partner of Orange (B) Investor. Mr. Hoag may be deemed to beneficially own the shares held by Orange (B) Investor but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F19These shares are directly held by Orange (MF) Investor, L.P. ("Orange (MF) Investor"). Jay C. Hoag is a Class A Director of Management VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Orange GP, which in turn is the sole general partner of Orange (MF) Investor. Mr. Hoag may be deemed to beneficially own the shares held by Orange (MF) Investor but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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.
F20Not applicable.
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 TCM VII pursuant to an in kind pro-rata distribution by each of TCV VII and TCV VII (A) to each of its respective partners, without consideration.
F8These shares are directly held by TCM VII. 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. Mr. Hoag may be deemed to beneficially own the shares held by TCM VII, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F9In kind pro-rata distribution from TCM VII to its partners, without consideration.