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⁾		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 (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)	$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⁾

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.

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