Sec Form 4 Filing - Hoag Jay C @ NETFLIX INC

Insider filing report for Changes in Beneficial Ownership

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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, 250 MIDDLEFIELD ROAD

3. Date of Earliest Transaction (MM/DD/YY)
01/30/2023

(Street)

MENLO PARK, CA94025

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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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	01/30/2023		J^{( 1 )}		91,517	A	$ 0	91,517	I	Technology Crossover Management VII, L.P.^{( 2 )}
Common Stock	01/30/2023		J^{( 3 )}		91,517	D	$ 0	0	I	Technology Crossover Management VII, L.P.^{( 2 )}
Common Stock	01/31/2023		M		109	A	$ 201.07	2,376	D^{( 4 )}
Common Stock	01/31/2023		M		83	A	$ 265.07	2,459	D^{( 4 )}
Common Stock	01/31/2023		M		75	A	$ 290.39	2,534	D^{( 4 )}
Common Stock	01/31/2023		M		78	A	$ 280.29	2,612	D^{( 4 )}
Common Stock	01/31/2023		M		70	A	$ 313.3	2,682	D^{( 4 )}
Common Stock	01/31/2023		M		65	A	$ 338.38	2,747	D^{( 4 )}
Common Stock	01/31/2023		M		69	A	$ 317.38	2,816	D^{( 4 )}
Common Stock	01/31/2023		M		76	A	$ 290.3	2,892	D^{( 4 )}
Common Stock	01/31/2023		M		82	A	$ 267.66	2,974	D^{( 4 )}
Common Stock	01/31/2023		M		65	A	$ 339.85	3,039	D^{( 4 )}
Common Stock	01/31/2023		M		65	A	$ 336.63	3,104	D^{( 4 )}
Common Stock	01/31/2023		M		68	A	$ 319.5	3,172	D^{( 4 )}
Common Stock	01/31/2023		M		76	A	$ 289.29	3,248	D^{( 4 )}
Common Stock	01/31/2023		M		81	A	$ 269.58	3,329	D^{( 4 )}
Common Stock	01/31/2023		M		76	A	$ 286.81	3,405	D^{( 4 )}
Common Stock	01/31/2023		M		71	A	$ 309.99	3,476	D^{( 4 )}
Common Stock	01/31/2023		M		66	A	$ 329.81	3,542	D^{( 4 )}
Common Stock	01/31/2023		M		20	A	$ 199.46	3,562	D^{( 4 )}
Common Stock	01/31/2023		M		21	A	$ 192.91	3,583	D^{( 4 )}
Common Stock	01/31/2023		M		22	A	$ 179.95	3,605	D^{( 4 )}
Common Stock	01/31/2023		M		18	A	$ 226.21	3,623	D^{( 4 )}
Common Stock	01/31/2023		M		17	A	$ 230.04	3,640	D^{( 4 )}
Common Stock	01/31/2023		M		17	A	$ 239.04	3,657	D^{( 4 )}
Common Stock	01/31/2023		M		14	A	$ 286.75	3,671	D^{( 4 )}
Common Stock	01/31/2023		M		13	A	$ 316.95	3,684	D^{( 4 )}
Common Stock	01/31/2023		M		14	A	$ 294.95	3,698	D^{( 4 )}
Common Stock	01/31/2023		S		3,698	D	$ 352.94	0	D^{( 4 )}

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified Stock Option (right to buy)	$ 329.81	01/31/2023		M			66	01/02/2020	01/02/2030	Common Stock	66	$ 0	123^{( 5 )}	D^{( 4 )}
Non-qualified Stock Option (right to buy)	$ 199.46	01/31/2023		M			20	05/02/2022	05/02/2032	Common Stock	20	$ 0	293^{( 5 )}	D^{( 4 )}
Non-qualified Stock Option (right to buy)	$ 192.91	01/31/2023		M			21	06/01/2022	06/01/2032	Common Stock	21	$ 0	303^{( 5 )}	D^{( 4 )}
Non-qualified Stock Option (right to buy)	$ 179.95	01/31/2023		M			22	07/01/2022	07/01/2032	Common Stock	22	$ 0	325^{( 5 )}	D^{( 4 )}
Non-qualified Stock Option (right to buy)	$ 226.21	01/31/2023		M			18	08/01/2022	08/01/2032	Common Stock	18	$ 0	259^{( 5 )}	D^{( 4 )}
Non-qualified Stock Option (right to buy)	$ 230.04	01/31/2023		M			17	09/01/2022	09/01/2032	Common Stock	17	$ 0	254^{( 5 )}	D^{( 4 )}
Non-qualified Stock Option (right to buy)	$ 239.04	01/31/2023		M			17	10/03/2022	10/03/2032	Common Stock	17	$ 0	245^{( 5 )}	D^{( 4 )}
Non-qualified Stock Option (right to buy)	$ 286.75	01/31/2023		M			14	11/01/2022	11/01/2032	Common Stock	14	$ 0	204^{( 5 )}	D^{( 4 )}
Non-qualified Stock Option (right to buy)	$ 316.95	01/31/2023		M			13	12/01/2022	12/01/2032	Common Stock	13	$ 0	184^{( 5 )}	D^{( 4 )}
Non-qualified Stock Option (right to buy)	$ 294.95	01/31/2023		M			14	01/03/2023	01/03/2033	Common Stock	14	$ 0	198^{( 5 )}	D^{( 4 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hoag Jay C C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025	X

**Signatures**
/s/ Frederic D. Fenton Authorized signatory for Jay C. Hoag		02/01/2023
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Acquisition by Technology Crossover Management VII, L.P. ("TCM VII") pursuant to an in kind pro-rata distribution by each of TCV VII, L.P. and TCV VII (A), L.P. to each of its respective partners, without consideration.
( 2 )These shares are directly held by TCM VII. Jay C. Hoag is a Class A Director of Technology Crossover Management VII, Ltd. ("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.
( 3 )In kind pro-rata distribution from TCM VII to its partners, without consideration.
( 4 )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.
( 5 )Jay C. Hoag has sole voting and dispositive power over the remaining options he holds directly. However, TCV VIII Management, L.L.C. has a right to 100% of the pecuniary interest in such remaining options. Mr. Hoag is 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.

Remarks:
This is the second and final part of a Form 4 filing for the Reporting Person. There are two parts to this Form 4 filing because of the constraint of a 30 transaction line maximum for tables in a Form 4.

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.

Sec Form 4 Filing - Hoag Jay C @ NETFLIX INC - 2023-01-30