Edgar Filing: HOAG JAY C

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HOAG JAY C

2. Issuer Name and Ticker or Trading Symbol
NETFLIX INC [NFLX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2011

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/28/2011		M		490	A	$ 101.99	490	D ⁽¹⁾
Common Stock	07/28/2011		M		466	A	$ 107.29	956	D ⁽¹⁾
Common Stock	07/28/2011		M		456	A	$ 109.66	1,412	D ⁽¹⁾
Common Stock	07/28/2011		M		491	A	$ 101.88	1,903	D ⁽¹⁾
Common Stock	07/28/2011		M		371	A	$ 134.91	2,274	D ⁽¹⁾
Common Stock	07/28/2011		M		323	A	$ 154.66	2,597	D ⁽¹⁾
Common Stock	07/28/2011		M		299	A	$ 167.67	2,896	D ⁽¹⁾
Common Stock	07/28/2011		M		250	A	$ 200.14	3,146	D ⁽¹⁾
Common Stock	07/28/2011		M		280	A	$ 178.41	3,426	D ⁽¹⁾
Common Stock	07/28/2011		M		235	A	$ 212.9	3,661	D ⁽¹⁾
Common Stock	07/28/2011		M		244	A	$ 204.63	3,905	D ⁽¹⁾
Common Stock	07/28/2011		M		207	A	$ 242.09	4,112	D ⁽¹⁾
Common Stock	07/28/2011		M		211	A	$ 237.19	4,323	D ⁽¹⁾
Common Stock	07/28/2011		M		187	A	$ 267.26	4,510	D ⁽¹⁾
Common Stock	07/28/2011		S		4,510	D	$ 267.8118 ⁽²⁾	0	D ⁽¹⁾
Common Stock								63,854	I	The Hoag Family Trust U/A/ DTD 08/02/1994 ⁽³⁾
Common Stock								12,396	I	Hamilton Investments Limited Partnership ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 101.99

07/28/2011

490

05/03/2010

05/03/2020

Common Stock

490

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 107.29

07/28/2011

466

06/02/2010

06/02/2020

Common Stock

466

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 109.66

07/28/2011

456

07/01/2010

07/01/2020

Common Stock

456

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 101.88

07/28/2011

491

08/02/2010

08/02/2020

Common Stock

491

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 134.91

07/28/2011

371

09/01/2010

09/01/2020

Common Stock

371

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 154.66

07/28/2011

323

10/01/2010

10/01/2020

Common Stock

323

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 167.67

07/28/2011

299

11/01/2010

11/01/2020

Common Stock

299

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 200.14

07/28/2011

250

12/01/2010

12/01/2020

Common Stock

250

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 178.41

07/28/2011

280

01/03/2011

01/03/2021

Common Stock

280

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 212.9

07/28/2011

235

02/01/2011

02/01/2021

Common Stock

235

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 204.63

07/28/2011

244

03/01/2011

03/01/2021

Common Stock

244

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 242.09

07/28/2011

207

04/01/2011

04/01/2021

Common Stock

207

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 237.19

07/28/2011

211

05/01/2011

05/01/2021

Common Stock

211

⁽⁵⁾

D ⁽⁶⁾

Non-Qualified Stock Option (right to buy)

$ 267.26

07/28/2011

187

06/01/2011

06/01/2021

Common Stock

187

⁽⁵⁾

D ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301	X

Signatures

Frederic D. Fenton, Authorized signatory for Jay C. Hoag		08/01/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Jay C. Hoag ("Hoag") has the sole voting and dispositive power over these shares; however, TCMI, Inc. has a right to 100% of the pecuniary interest in such shares. Hoag is a stockholder and director of TCMI, Inc. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. This does not include shares held by The Hoag Family Trust U/A DTD 08/02/1994 and Hamilton Investments Limited Partnership, which are separately reported on this Form 4.
(2)	This transaction was executed in multiple trades at prices ranging from $267.81 to $267.82. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon written request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(3)	These shares are held by The Hoag Family Trust U/A DTD 08/02/1994. Hoag is a trustee of The Hoag Family Trust U/A DTD 08/02/1994. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4)	These shares are held by Hamilton Investments Limited Partnership. Hoag is the sole general partner and a limited partner of Hamilton Investments Limited Partnership. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(5)	Not applicable.
(6)	Hoag has the sole voting and dispositive power over the options he holds directly; however, TCMI, Inc. has a right to 100% of the pecuniary interest in such options. Hoag is a stockholder and director of TCMI, Inc. Hoag disclaims beneficial ownership of such options and the shares he receives upon exercise of such options except to the extent of his pecuniary interest therein.

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