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Form 4 NETFLIX INC For: Nov 04 Filed by: Hoag Jay C

November 8, 2021 6:55 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hoag Jay C
(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
250 MIDDLEFIELD ROAD
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2021
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 11/04/2021   J (1)   237,380 D $ 0 237,382 I TCV VII, L.P. (2)
Common Stock 11/04/2021   J (3)   123,277 D $ 0 123,276 I TCV VII (A), L.P. (4)
Common Stock 11/04/2021   J (5)   2,053 D $ 0 2,052 I TCV Member Fund, L.P. (6)
Common Stock 11/04/2021   J (7)   90,883 A $ 0 90,883 I Technology Crossover Management VII, L.P. (8)
Common Stock 11/04/2021   J (9)   89,908 D $ 0 975 I Technology Crossover Management VII, L.P. (8)
Common Stock 11/04/2021   J (10)   128,087 D $ 0 512,347 I Orange Investor, L.P. (11)
Common Stock 11/04/2021   J (12)   34,541 D $ 0 138,163 I Orange (A) Investor, L.P. (13)
Common Stock 11/04/2021   J (14)   7,955 D $ 0 31,822 I Orange (B) Investor, L.P. (15)
Common Stock 11/04/2021   J (16)   9,417 D $ 0 37,668 I Orange (MF) Investor, L.P. (17)
Common Stock 11/04/2021   J (18)   1,706 A $ 0 1,706 I Technology Crossover Management VIII, L.P. (19)
Common Stock 11/04/2021   J (20)   1,706 D $ 0 0 I Technology Crossover Management VIII, L.P. (19)
Common Stock 11/04/2021   J (21)   10,364 A $ 0 462,477 I The Hoag Family Trust U/A DTD 08/02/1994 (22)
Common Stock 11/04/2021   J (23)   9,406 A $ 0 155,838 I Hamilton Investments Limited Partnership (24)
Common Stock 11/05/2021   M   398 A $ 125.37 398 D (25)  
Common Stock 11/05/2021   M   569 A $ 109.96 967 D (25)  
Common Stock 11/05/2021   M   664 A $ 94.09 1,631 D (25)  
Common Stock 11/05/2021   M   636 A $ 98.3 2,267 D (25)  
Common Stock 11/05/2021   M   591 A $ 105.7 2,858 D (25)  
Common Stock 11/05/2021   M   672 A $ 93.11 3,530 D (25)  
Common Stock 11/05/2021   M   615 A $ 101.51 4,145 D (25)  
Common Stock 11/05/2021   M   647 A $ 96.67 4,792 D (25)  
Common Stock 11/05/2021   M   662 A $ 94.37 5,454 D (26)  
Common Stock 11/05/2021   M   642 A $ 97.38 6,096 D (26)  
Common Stock 11/05/2021   M   609 A $ 102.63 6,705 D (26)  
Common Stock 11/05/2021   M   507 A $ 123.3 7,212 D (26)  
Common Stock 11/05/2021   S   712 D $ 659.4576 (27) 263 I Technology Crossover Management VII, L.P. (8)
Common Stock 11/05/2021   S   263 D $ 660.3502 (28) 0 I Technology Crossover Management VII, L.P. (8)
Common Stock 11/05/2021   S   7,212 D $ 654.5086 (29) 0 D (26)  
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 125.37 11/05/2021   M     398 12/01/2015 12/01/2025 Common Stock 398 $ 0 (30) 0 D (25)  
Non-Qualified Stock Option (right to buy) $ 109.96 11/05/2021   M     569 01/04/2016 01/04/2026 Common Stock 569 $ 0 (30) 0 D (25)  
Non- Qualified Stock Option (right to buy) $ 94.09 11/05/2021   M     664 02/01/2016 02/01/2026 Common Stock 664 $ 0 (30) 0 D (25)  
Non-Qualified Stock Option (right to buy) $ 98.3 11/05/2021   M     636 03/01/2016 03/01/2026 Common Stock 636 $ 0 (30) 0 D (25)  
Non-Qualified Stock Option (right to buy) $ 105.7 11/05/2021   M     591 04/01/2016 04/01/2026 Common Stock 591 $ 0 (30) 0 D (25)  
Non-Qualified Stock Option (right to buy) $ 93.11 11/05/2021   M     672 05/02/2016 05/02/2026 Common Stock 672 $ 0 (30) 0 D (25)  
Non-Qualified Stock Option (right to buy) $ 101.51 11/05/2021   M     615 06/01/2016 06/01/2026 Common Stock 615 $ 0 (30) 0 D (25)  
Non- Qualified Stock Option (right to buy) $ 96.67 11/05/2021   M     647 07/01/2016 07/01/2026 Common Stock 647 $ 0 (30) 0 D (25)  
Non-Qualified Stock Option (right to buy) $ 94.37 11/05/2021   M     662 08/01/2016 08/01/2026 Common Stock 662 $ 0 (30) 0 D (26)  
Non-Qualified Stock Option (right to buy) $ 97.38 11/05/2021   M     642 09/01/2016 09/01/2026 Common Stock 642 $ 0 (30) 0 D (26)  
Non- Qualified Stock Option (right to buy) $ 102.63 11/05/2021   M     609 10/03/2016 10/03/2026 Common Stock 609 $ 0 (30) 0 D (26)  
Non-Qualified Stock Option (right to buy) $ 123.3 11/05/2021   M     507 11/01/2016 11/01/2026 Common Stock 507 $ 0 (30) 0 D (26)  
Explanation of Responses:
1. In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration.
2. These 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.
3. In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration.
4. These 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.
5. In kind pro-rata distribution from TCV Member Fund, L.P. ("Member Fund") to its partners, without consideration.
6. These 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.
7. Acquisition 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.
8. These 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.
9. In kind pro-rata distribution from TCM VII to its partners, without consideration.
10. In kind pro-rata distribution from Orange Investor, L.P. ("Orange Investor") to its partners, without consideration.
11. These shares are directly held by 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.
12. In kind pro-rata distribution from Orange (A) Investor, L.P. ("Orange (A) Investor") to its partners, without consideration.
13. These shares are directly held by 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.
14. In kind pro-rata distribution from Orange (B) Investor, L.P. ("Orange (B) Investor") to its partners, without consideration.
15. These shares are directly held by 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.
16. In kind pro-rata distribution from Orange (MF) Investor, L.P. ("Orange (MF) Investor") to its partners, without consideration.
17. These shares are directly held by 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.
18. Acquisition by TCM VIII pursuant to an in kind pro-rata distribution by each of Orange Investor, Orange (A) Investor, and Orange (B) Investor to each of its respective partners, without consideration.
19. These shares are directly held by TCM VIII. 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. Mr. Hoag may be deemed to beneficially own the shares held by TCM VIII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
20. In kind pro-rata distribution from TCM VIII to its partners, without consideration.
21. Acquisition by The Hoag Family Trust U/A DTD 08/02/1994 pursuant to an in kind pro-rata distribution by each of TCM VII, TCV VIII, Member Fund, and Orange (MF) Investor to each of its respective partners, without consideration.
22. These 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.
23. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by each of TCM VII, TCV VIII, Member Fund, and Orange (MF) Investor to each of its respective partners, without consideration.
24. These 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.
25. Jay 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.
26. Jay 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. 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 a Member of TCV VIII 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.
27. This number represents a weighted average purchase price per share. The shares were sold at prices ranging from $659.22 to $659.89 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 sold at each separate price.
28. This number represents a weighted average purchase price per share. The shares were sold at prices ranging from $660.32 to $660.39 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 sold at each separate price.
29. This number represents a weighted average purchase price per share. The shares were sold at prices ranging from $654.45 to $654.84 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 sold at each separate price.
30. Not applicable.
By: Frederic D. Fenton Authorized signatory for Jay C. Hoag 11/08/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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