Sec Form 4 Filing - TCV IV STRATEGIC PARTNERS LP @ NETFLIX INC - 2008-08-01

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 TCV IV STRATEGIC PARTNERS LP 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(g) group (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2008 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 08/01/2008 S 280 D $ 29.31 ( 1 ) 0 I TCV II, V.O.F. ( 3 ) ( 2 ) Common Stock 08/01/2008 S 8,611 D $ 29.31 ( 1 ) 0 I Technology Crossover Ventures II, L.P. ( 2 ) ( 4 ) Common Stock 08/01/2008 S 1,315 D $ 29.31 ( 1 ) 0 I Technology Crossover Ventures II, C.V. ( 2 ) ( 5 ) Common Stock 08/01/2008 S 6,619 D $ 29.31 ( 1 ) 0 I TCV II (Q), L.P. ( 2 ) ( 6 ) Common Stock 08/01/2008 S 1,175 D $ 29.31 ( 1 ) 0 I TCV II Strategic Partners, L.P. ( 2 ) ( 7 ) Common Stock 324,333 I TCV IV Strategic Partners, L.P. ( 2 ) ( 8 ) Common Stock 20,277 I TCV Member Fund, L.P. ( 2 ) ( 9 )

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 TCV IV STRATEGIC PARTNERS LP C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of a 13(g) group TCV Member Fund, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group TECHNOLOGY CROSSOVER MANAGEMENT II LLC C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group TCVII V O F C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group TECHNOLOGY CROSSOVER VENTURES II LP C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group TECHNOLOGY CROSSOVER VENTURES II CV C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group TCV II Q LP C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group TCV II STRATEGIC PARTNERS LP C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 May be part of a 13(g) group Signatures Carla S. Newell Authorized signatory for TCV IV Strategic Partners, L.P. 08/04/2008 Signature of Reporting Person Date Carla S. Newell Authorized signatory for TCV Member Fund, L.P. 08/04/2008 Signature of Reporting Person Date Carla S. Newell Authorized signatory for Technology Crossover Management II, L.L.C. 08/04/2008 Signature of Reporting Person Date Carla S. Newell Authorized signatory for TCV II, V.O.F. 08/04/2008 Signature of Reporting Person Date Carla S. Newell Authorized signatory for Technology Crossover Ventures II, L.P. 08/04/2008 Signature of Reporting Person Date Carla S. Newell Authorized signatory for Technology Crossover Ventures II, C.V. 08/04/2008 Signature of Reporting Person Date Carla S. Newell Authorized signatory for TCV II (Q), L.P. 08/04/2008 Signature of Reporting Person Date Carla S. Newell Authorized signatory for TCV II Strategic Partners, L.P. 08/04/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $29.00 to $30.58. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 2 )This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Jay C. Hoag ("Hoag"), Richard H. Kimball ("Kimball"), John L. Drew ("Drew"), Jon Q Reynolds, Jr. ("Reynolds"), William J. G. Griffith IV ("Griffith "), Robert W. Trudeau ("Trudeau"), Technology Crossover Management IV, L.L.C. ("TCM IV"), TCV IV, L.P., TCV VI, L.P. and Technology Crossover Management VI, L.L.C. ("TCM VI") on August 4, 2008. ( 3 )These shares are held directly by TCV II, V.O.F. Hoag and Kimball are managing members of Technology Crossover Management II, L.L.C. ("TCM II") which is the managing general partner of TCV II, V.O.F. Hoag, Kimball and TCM II may be deemed to bene ficially own the shares held by TCV II, V.O.F. but Hoag, Kimball and TCM II disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 4 )These shares are held directly by Technology Crossover Ventures II, L.P. ("TCV II, L.P. "). Hoag and Kimball are managing members of TCM II which is the managing general partner of TCV II, L.P. Hoag, Kimball, and TCM II may be deemed to beneficially own the shares held by TCV II, L.P. but Hoag, Kimball and TCM II disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 5 )These shares are held directly by Technology Crossover Ventures II, C.V. ("TCV II, C.V."). Hoag and Kimball are managing members of TCM II which is the managing general partner of TCV II, C.V. Hoag, Kimball and TCM II may be deemed to beneficially own the shares held by TCV II, C.V. but Hoag, Kimball and TCM II disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 6 )These shares are held directly by TCV II (Q), L.P. Hoag and Kimball are managing members of TCM II which is the managing general partner of TCV II (Q), L.P. Hoag, Kimball, and TCM II may be deemed to beneficially own the shares held by TCV II (Q), L.P. but Hoag, Kimball and TCM II disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 7 )These shares are held directly by TCV II Strategic Partners, L.P. ("TCV II, S.P."). Hoag and Kimball are managing members of TCM II which is the managing general partner of TCV II, S.P. Hoag, Kimball and TCM II may be deemed to beneficially own the shares held by TCV II, S.P. but Hoag, Kimball and TCM II disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 8 )These shares are held directly by TCV IV Strategic Partners, L.P. ("TCV IV, S.P."). Hoag and Kimball are managing members of Technology Crossover Management IV, L.L.C. ("TCM IV") which is the sole general partner of TCV IV, S.P. Hoag, Kimball and TCM IV may be deemed to beneficially own the shares held by TCV IV, S.P. but Hoag, Kimball and TCM IV disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 9 )These shares are held directly by TCV Member Fund, L.P. Each of Hoag, Kimball, Drew, Reynolds, Griffith and Trudeau (collectively the "TCM Members") are Class A Members of TCM VI which is a general partner of TCV Member Fund, L.P. The TCM Members and TCM VI may be deemed to beneficially own the shares held by TCV Member Fund, L.P. but the TCM Members and TCM VI disclaim beneficial ownership of such shares except to the extent of their 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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