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

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
Code V Amount (A) or (D) Price
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 (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
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 )
Reporting Owners
Reporting Owner Name / Address Relationships
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 )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.

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.