SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hoag Jay C

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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⁾		237,382	D	$0	0	I	TCV VII, L.P.⁽²⁾
Common Stock	01/30/2023		J⁽³⁾		123,276	D	$0	0	I	TCV VII (A), L.P.⁽⁴⁾
Common Stock	01/30/2023		J⁽⁵⁾		2,052	D	$0	0	I	TCV Member Fund, L.P.⁽⁶⁾
Common Stock	01/30/2023		J⁽⁷⁾		8,486	A	$0	468,491	I	The Hoag Family Trust V/A DTD 08/02/1994⁽⁸⁾
Common Stock	01/30/2023		J⁽⁹⁾		8,486	A	$0	164,324	I	Hamilton Investments Limited Partnership⁽¹⁰⁾
Common Stock								512,347	I	Orange Investor, L.P.⁽¹¹⁾
Common Stock								138,163	I	Orange (A) Investor, L.P.⁽¹²⁾
Common Stock								31,822	I	Orange (B) Investor, L.P.⁽¹³⁾
Common Stock								37,668	I	Orange (MF) Investor, L.P.⁽¹⁴⁾
Common Stock	01/31/2023		M		232	A	$117.22	232	D⁽¹⁵⁾
Common Stock	01/31/2023		M		213	A	$127.49	445	D⁽¹⁵⁾
Common Stock	01/31/2023		M		193	A	$140.78	638	D⁽¹⁵⁾
Common Stock	01/31/2023		M		191	A	$142.65	829	D⁽¹⁵⁾
Common Stock	01/31/2023		M		185	A	$146.92	1,014	D⁽¹⁵⁾
Common Stock	01/31/2023		M		175	A	$155.35	1,189	D⁽¹⁵⁾
Common Stock	01/31/2023		M		167	A	$162.99	1,356	D⁽¹⁵⁾
Common Stock	01/31/2023		M		186	A	$146.17	1,542	D⁽¹⁵⁾
Common Stock	01/31/2023		M		149	A	$182.03	1,691	D⁽¹⁵⁾
Common Stock	01/31/2023		M		156	A	$174.74	1,847	D⁽¹⁵⁾
Common Stock	01/31/2023		M		154	A	$177.01	2,001	D⁽¹⁵⁾
Common Stock	01/31/2023		M		129	A	$198	2,130	D⁽¹⁵⁾
Common Stock	01/31/2023		M		137	A	$186.82	2,267	D⁽¹⁵⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified Stock Option (right to buy)	$117.22	01/31/2023		M			232	12/01/2016	12/01/2026	Common Stock	232	$0	301⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$127.49	01/31/2023		M			213	01/03/2017	01/03/2027	Common Stock	213	$0	277⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$140.78	01/31/2023		M			193	02/01/2017	02/01/2027	Common Stock	193	$0	251⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$142.65	01/31/2023		M			191	03/01/2017	03/01/2027	Common Stock	191	$0	247⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$146.92	01/31/2023		M			185	04/03/2017	04/03/2027	Common Stock	185	$0	241⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$155.35	01/31/2023		M			175	05/01/2017	05/01/2027	Common Stock	175	$0	227⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$162.99	01/31/2023		M			167	06/01/2017	06/01/2027	Common Stock	167	$0	216⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$146.17	01/31/2023		M			186	07/03/2017	07/03/2027	Common Stock	186	$0	242⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$182.03	01/31/2023		M			149	08/01/2017	08/01/2027	Common Stock	149	$0	194⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$174.74	01/31/2023		M			156	09/01/2017	09/01/2027	Common Stock	156	$0	202⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$177.01	01/31/2023		M			154	10/02/2017	10/02/2027	Common Stock	154	$0	199⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$198	01/31/2023		M			129	11/01/2017	11/01/2027	Common Stock	129	$0	187⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$186.82	01/31/2023		M			137	12/01/2017	12/01/2027	Common Stock	137	$0	197⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$201.07	01/31/2023		M			109	01/02/2018	01/02/2028	Common Stock	109	$0	202⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$265.07	01/31/2023		M			83	02/01/2018	02/01/2028	Common Stock	83	$0	153⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$290.39	01/31/2023		M			75	03/01/2018	03/01/2028	Common Stock	75	$0	140⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$280.29	01/31/2023		M			78	04/02/2018	04/02/2028	Common Stock	78	$0	145⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$313.3	01/31/2023		M			70	05/01/2018	05/01/2028	Common Stock	70	$0	129⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$338.38	01/31/2023		M			65	08/01/2018	08/01/2028	Common Stock	65	$0	120⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$317.38	01/31/2023		M			69	11/01/2018	11/01/2028	Common Stock	69	$0	128⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$290.3	01/31/2023		M			76	12/03/2018	12/03/2028	Common Stock	76	$0	140⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$267.66	01/31/2023		M			82	01/02/2019	01/02/2029	Common Stock	82	$0	151⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$339.85	01/31/2023		M			65	02/01/2019	02/01/2029	Common Stock	65	$0	119⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$336.63	01/31/2023		M			65	06/03/2019	06/03/2029	Common Stock	65	$0	121⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$319.5	01/31/2023		M			68	08/01/2019	08/01/2029	Common Stock	68	$0	127⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$289.29	01/31/2023		M			76	09/03/2019	09/03/2029	Common Stock	76	$0	140⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$269.58	01/31/2023		M			81	10/01/2019	10/01/2029	Common Stock	81	$0	151⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$286.81	01/31/2023		M			76	11/01/2019	11/01/2029	Common Stock	76	$0	142⁽¹⁶⁾	D⁽¹⁵⁾
Non-qualified Stock Option (right to buy)	$309.99	01/31/2023		M			71	12/02/2019	12/02/2029	Common Stock	71	$0	131⁽¹⁶⁾	D⁽¹⁵⁾

Explanation of Responses:

1. In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration.

2. 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 limited 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.

3. In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration.

4. 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.

5. In kind pro-rata distribution from TCV Member Fund, L.P. ("Member Fund") to its partners, without consideration.

6. 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.

7. Acquisition by The Hoag Family Trust V/A DTD 08/02/1994 pursuant to an in kind pro-rata distribution by each of the Member Fund and TCM VII, without consideration.

8. 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.

9. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by each of the Member Fund and TCM VII, without consideration.

10. These shares are held by Hamilton Investments Limited Partnership. Jay C. Hoag is the general partner of Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

11. These shares are directly held by Orange Investor, L.P. ("Orange Investor"). Jay C. Hoag is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P ("TCM VIII"). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Orange Investor GP, LLC ("Orange GP"), which in turn is the sole general partner of Orange Investor. Mr. Hoag may be deemed to beneficially own the shares held by Orange Investor but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

12. These shares are directly held by Orange (A) Investor, L.P. ("Orange (A) Investor"). Jay C. Hoag is a Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Orange GP, which in turn is the sole general partner of Orange (A) Investor. Mr. Hoag may be deemed to beneficially own the shares held by Orange (A) Investor but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

13. These shares are directly held by Orange (B) Investor, L.P. ("Orange (B) Investor"). Jay C. Hoag is a Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Orange GP, which in turn is the sole general partner of Orange (B) Investor. Mr. Hoag may be deemed to beneficially own the shares held by Orange (B) Investor but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

14. These shares are directly held by Orange (MF) Investor, L.P. ("Orange (MF) Investor"). Jay C. Hoag is a Class A Director of Management VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Orange GP, which in turn is the sole general partner of Orange (MF) Investor. Mr. Hoag may be deemed to beneficially own the shares held by Orange (MF) Investor but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

15. 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.

16. 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 first 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.

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