Sec Form 4 Filing - HOAG JAY C @ NETFLIX INC - 2015-07-22

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) 07/22/2015 (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 07/22/2015 J( 1 ) 1,308,931 D $ 0 3,295,508 ( 2 ) I TCV VII, L.P. ( 3 ) Common Stock 07/22/2015 J( 4 ) 679,750 D $ 0 1,711,415 ( 5 ) I TCV VII (A), L.P. ( 6 ) Common Stock 07/22/2015 J( 7 ) 11,319 D $ 0 28,497 ( 8 ) I TCV Member Fund, L.P. ( 9 ) Common Stock 07/22/2015 J( 10 ) 859 A $ 0 386,832 ( 11 ) I The Hoag Family Trust U/A DTD 08/02/1994 ( 12 ) Common Stock 07/22/2015 J( 13 ) 859 A $ 0 2,364 ( 14 ) I Hamilton Investments II, Limited Partnership ( 15 ) Common Stock 07/23/2015 M 3,101 A $ 16.11 3,101 D ( 16 ) Common Stock 07/23/2015 M 4,305 A $ 11.62 7,406 D ( 16 ) Common Stock 07/23/2015 M 3,801 A $ 13.14 11,207 D ( 16 ) Common Stock 07/23/2015 S 9,407 D $ 110.3616 ( 17 ) 1,800 D ( 16 ) Common Stock 07/23/2015 S 1,800 D $ 110.9411 ( 18 ) 0 D ( 16 ) Common Stock 43,386 ( 19 ) I Hamilton Investments Limited Partnership ( 20 )

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 Non-Qualified Stock Option (right to buy) $ 16.11 07/23/2015 M 3,101 ( 21 ) 03/01/2012 03/01/2022 Common Stock 3,101 ( 21 ) $ 0 ( 22 ) 0 D ( 16 ) Non-Qualified Stock Option (right to buy) $ 11.62 07/23/2015 M 4,305 ( 23 ) 05/01/2012 05/01/2022 Common Stock 4,305 ( 23 ) $ 0 ( 22 ) 0 D ( 16 ) Non-Qualified Stock Option (right to buy) $ 13.14 07/23/2015 M 3,801 ( 24 ) 01/02/2013 01/02/2023 Common Stock 3,801 ( 24 ) $ 0 ( 22 ) 0 D ( 16 )

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 07/24/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration. ( 2 )On July 15, 2015, the common stock of Netflix, Inc. split 7-for-1, resulting in TCV VII's ownership of 3,946,662 additional shares of common stock prior to the transactions reported herein. ( 3 )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 limit ed 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. ( 4 )In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration. ( 5 )On July 15, 2015, the common stock of Netflix, Inc. split 7-for-1, resulting in TCV VII(A)'s ownership of 2,049,570 additional shares of common stock prior to the transactions reported herein. ( 6 )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. ( 7 )In kind pro-rata distribution from TCV Member Fund, L.P. ("Member Fund") to its partners, without consideration. ( 8 )On July 15, 2015, the common stock of Netflix, Inc. split 7-for-1, resulting in Member Fund's ownership of 34,128 additional shares of common stock prior to the transactions reported herein. ( 9 )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. ( 10 )Acquisition 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. ( 11 )On July 15, 2015, the common stock of Netflix, Inc. split 7-for-1, resulting in The Hoag Family Trust U/A/ DTD 08/02/1994's ownership of 330,834 additional shares of common stock prior to the transactions reported herein. ( 12 )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. ( 13 )Acquisition by the Hamilton Investments II, Limited Partnership pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration. ( 14 )On July 15, 2015, the common stock of Netflix, Inc. split 7-for-1, resulting in Hamilton Investments II, Limited Partnership's ownership of 1,290 additional shares of common stock prior to the transactions reported herein. ( 15 )These 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. ( 16 )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. ( 17 )This number represents a weighted average sale price per share. The shares were sold at prices ranging from $109.90 to $110.88 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. ( 18 )This number represents a weighted average sale price per share. The shares were sold at prices ranging from $110.90 to $110.99 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. ( 19 )On July 15, 2015, the common stock of Netflix, Inc. split 7-for-1, resulting in Hamilton Investments Limited Partnership's ownership of 37,188 additional shares of common stock prior to the transactions reported herein. ( 20 )These 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. ( 21 )This option was previously reported as covering 443 shares at an exercise price of $112.75 per share, but was adjusted to reflect the stock split that occurred on July 15, 2015. ( 22 )Not Applicable. ( 23 )This option was previously reported as covering 615 shares at an exercise price of $81.36 per share, but was adjusted to reflect the stock split that occurred on July 15, 2015. ( 24 )This option was previously reported as covering 543 shares at an exercise price of $92.01 per share, but was adjusted to reflect the stock split that occurred on July 15, 2015.

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