Sec Form 4 Filing - GRIFFITH WILLIAM @ NETFLIX INC - 2010-08-10

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 GRIFFITH WILLIAM 2. Issuer Name and Ticker or Trading Symbol NETFLIX INC [ NFLX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) May be part of a 13(d) group (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/10/2010 (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 05/27/2010 G V 20 D $ 0 18,047 I The Griffith Family 2004 Trust ( 1 ) Common Stock 05/27/2010 G V 24 D $ 0 18,023 I The Griffith Family 2004 Trust ( 1 ) Common Stock 05/27/2010 G V 95 D $ 0 17,928 I The Griffith Family 2004 Trust ( 1 ) Common Stock 05/28/2010 G V 24 D $ 0 17,904 I The Griffith Family 2004 Trust ( 1 ) Common Stock 06/01/2010 G V 48 D $ 0 17,856 I The Griffith Family 2004 Trust ( 1 ) Common Stock 08/10/2010 S 1,500 D $ 123.75 16,356 I The Griffith Family 2004 Trust ( 1 ) Common Stock 08/10/2010 S 1,000 D $ 124 15,356 I The Griffith Family 2004 Trust ( 1 ) Common Stock 08/10/2010 S 1,000 D $ 125.75 14,356 I The Griffith Family 2004 Trust ( 1 ) Common Stock 1,444,750 I TCV VI, L.P. ( 2 ) Common Stock 11,394 I TCV Member Fund, L.P. ( 3 ) Common Stock 3,566,859 I TCV IV, L.P. ( 4 ) Common Stock 133,006 I TCV IV Strategic Partners, L.P. ( 5 )

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 GRIFFITH WILLIAM C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of a 13(d) group Signatures Frederic D. Fenton Authorized signatory for William J. G. Griffith IV 08/12/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )William J.G. Griffith IV ("Griffith") is a trustee of The Griffith Family 2004 Trust. Griffith disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 2 )These shares are held directly by TCV VI, L.P. Each of Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Griffith and Robert W. Trudeau (collectively the "TCM Members") are Class A Members of Technology Crossover Management VI, L.L.C. ("TCM VI") which is the sole general partner of TCV VI, L.P. The TCM Members and TCM VI may be deemed to beneficially own the shares held by TCV VI, L.P. but the TCM Members and TCM VI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 3 )These shares are held directly by TCV Member Fund, L.P. ("TCV MF"). Each of the TCM Members are Class A Members of TCM VI which is a general partner of TCV MF and limited partners of TCM MF. The TCM Members and TCM VI may be deemed to beneficially own the shares held by TCV MF but the TCM Members and TCM VI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 4 )These shares are held directly by TCV IV, L.P. Griffith is a member of Technology Crossover Management IV, L.L.C. ("TCM IV") which is the sole general partner of TCV IV, L.P. Griffith may be deemed to beneficially own the shares held by TCV IV, L.P. but Griffith disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 5 )These shares are held directly by TCV IV Strategic Partners, L.P. ("TCV IV S.P."). Griffith is a member of TCM IV which is the sole general partner of TCV IV S.P. Griffith may be deemed to beneficially own the shares held by TCV IV S.P. but Griffith disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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