Sec Form 4 Filing - HOAG JAY C @ NETFLIX INC - 2013-04-25

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 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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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 (MM/DD/YY) 04/25/2013 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/25/2013 S 42,974 D $ 213.8654 ( 1 ) 1,482,623 I TCV VII, L.P. ( 2 ) Common Stock 04/25/2013 S 22,317 D $ 213.8654 ( 1 ) 769,952 I TCV VII (A), L.P. ( 3 ) Common Stock 04/25/2013 S 372 D $ 213.8654 ( 1 ) 12,822 I TCV Member Fund, L.P. ( 4 ) Common Stock 04/25/2013 S 25,352 D $ 214.7652 ( 5 ) 1,457,271 I TCV VII, L.P. ( 2 ) Common Stock 04/25/2013 S 13,166 D $ 214.7652 ( 5 ) 756,786 I TCV VII (A), L.P. ( 3 ) Common Stock 04/25/2013 S 219 D $ 214.7652 ( 5 ) 12,603 I TCV Member Fund, L.P. ( 4 ) Common Stock 04/25/2013 S 78,044 D $ 215.9863 ( 6 ) 1,379,227 I TCV VII, L.P. ( 2 ) Common Stock 04/25/2013 S 40,530 D $ 215.9863 ( 6 ) 716,256 I TCV VII (A), L.P. ( 3 ) Common Stock 04/25/2013 S 675 D $ 215.9863 ( 6 ) 11,928 I TCV Member Fund, L.P. ( 4 ) Common Stock 04/25/2013 S 136,856 D $ 216.5903 ( 7 ) 1,242,371 I TCV VII, L.P. ( 2 ) Common Stock 04/25/2013 S 71,071 D $ 216.5903 ( 7 ) 645,185 I TCV VII (A), L.P. ( 3 ) Common Stock 04/25/2013 S 1,184 D $ 216.5903 ( 7 ) 10,744 I TCV Member Fund, L.P. ( 4 ) Common Stock 04/25/2013 S 10,354 D $ 217.7279 ( 8 ) 1,232,017 I TCV VII, L.P. ( 2 ) Common Stock 04/25/2013 S 5,377 D $ 217.7279 ( 8 ) 639,808 I TCV VII (A), L.P. ( 3 ) Common Stock 04/25/2013 S 89 D $ 217.7279 ( 8 ) 10,655 I TCV Member Fund, L.P. ( 4 ) Common Stock 04/25/2013 S 720 D $ 218.6359 ( 9 ) 1,231,297 I TCV VII, L.P. ( 2 ) Common Stock 04/25/2013 S 374 D $ 218.6359 ( 9 ) 639,434 I TCV VII (A), L.P. ( 3 ) Common Stock 04/25/2013 S 6 D $ 218.6359 ( 9 ) 10,649 I TCV Member Fund, L.P. ( 4 ) Common Stock 04/25/2013 S 209 D $ 218.725 1,231,088 I TCV VII, L.P. ( 2 ) Common Stock 04/25/2013 S 109 D $ 218.725 639,325 I TCV VII (A), L.P. ( 3 ) Common Stock 04/25/2013 S 2 D $ 218.725 10,647 I TCV Member Fund, L.P. ( 4 ) Common Stock 63,854 I The Hoag Family Trust U/A DTD 08/02/1994 ( 10 ) Common Stock 12,396 I Hamilton Investments Limited Partnership ( 11 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X Signatures Frederic D. Fenton, Authorized signatory for Jay C. Hoag 04/29/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $213.3300 to $214.3200 The Reporting Persons hereby undertake 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. ( 2 )These securities are directly held by TCV VII, L.P. Jay C. Hoag ("Hoag") and eight other individuals (collectively, the "Class A Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the general partner of TCM VII, which is the general partner of TCV VII, L.P. The Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., but each of the Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 3 )These securities are directly held by TCV VII (A), L.P. The Class A Directors are Class A Directors of Management VII and limited partners of TCM VII . Management VII is the general partner of TCM VII, which is the general partner of TCV VII (A), L.P. The Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but each of the Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 4 )These securities are directly held by TCV Member Fund, L.P. ("Member Fund"). The Class A Directors are Class A Directors of Management VII, which is a general partner of Member Fund, and limited partners of Member Fund. The Class A Directors and Management VII may be deemed to beneficially own the securities held by Member Fund, but each of the Class A Directors and Management VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 5 )The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $214.3300 to $215.3250. The Reporting Persons hereby undertake 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. ( 6 )The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $215.3300 to $216.3200. The Reporting Persons hereby undertake 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. ( 7 )The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $216.3300 to $217.3200. The Reporting Persons hereby undertake 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. ( 8 )The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $217.3400 to $218.3050. The Reporting Persons hereby undertake 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. ( 9 )The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $218.6000 to $218.6700. The Reporting Persons hereby undertake 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. ( 10 )These shares are held by The Hoag Family Trust U/A DTD 08/02/1994. Mr. 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. ( 11 )These shares are held by Hamilton Investments Limited Partnership. Mr. 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.

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).

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