UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

NETFLIX, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

64110L106

(CUSIP Number)

Carla S. Newell
c/o Technology Crossover Ventures
528 Ramona Street
Palo Alto, California 94301
(650) 614-8200

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

November 5, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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 control number.

 

 

(A) Please see Item 5.

A) Please see Item 5.

(A) Please see Item 5.

(A) Please see Item 5.

(A) Please see Item 5.

(A) Please see Item 5.

(A)  Consists of options issued under the 2002 Stock Option Plan and held directly by the Reporting Person that are immediately exercisable into a total of 51,755 shares of common stock.

(B)  Please see Item 5

(C)  Includes options issued under the 2002 Stock Option Plan and held directly by the Reporting Person that are immediately exercisable into a total of 51,755 shares of common stock.

(A) Please see Item 5.

(A) Please see Item 5.

(A) Please see Item 5.

(A) Please see Item 5.

(A) Please see Item 5.

ITEM 1. SECURITY AND ISSUER.

This statement relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of Netflix, Inc., a Delaware corporation (“Netflix” or the “Company”). The Company’s principal executive offices are located at 100 Winchester Circle, Los Gatos, CA 95032.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(c), (f). This statement is being filed by (1) TCV IV, L.P., a Delaware limited partnership (“TCV IV”), (2) TCV IV Strategic Partners, L.P., a Delaware limited partnership (“Strategic Partners IV”), (3) Technology Crossover Management IV, L.L.C., a Delaware limited liability company (“Management IV”), (4) TCV VI, L.P., a Delaware limited partnership (“TCV VI”), (5), TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund”), (6) Technology Crossover Management VI, L.L.C, a Delaware limited liability company (“Management VI”), (7) Jay C. Hoag (“Mr. Hoag”), (8) Richard H. Kimball (“Mr. Kimball”), (9) John L. Drew (“Mr. Drew”), (10) Jon Q Reynolds, Jr. (“Mr. Reynolds”), (11) William J.G. Griffith IV (“Mr. Griffith”), and (12) Robert W. Trudeau (“Mr. Trudeau”). TCV IV, Strategic Partners IV, Management IV, TCV VI, Member Fund, Management VI, Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds, Mr. Griffith and Mr. Trudeau are sometimes collectively referred to herein as the “Reporting Persons.” The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 1 hereto.

TCV IV, Strategic Partners IV, Management IV, TCV VI, Member Fund and Management VI are each principally engaged in the business of investing in securities of privately and publicly held companies. Management IV is the sole general partner of TCV IV and Strategic Partners IV. Management VI is the sole general partner of TCV VI and a general partner of Member Fund. The address of the principal business and office of each of TCV IV, Strategic Partners IV, Management IV, TCV VI, Member Fund and Management VI is 528 Ramona Street, Palo Alto, California 94301. TCV IV, Strategic Partners IV, TCV VI and Member Fund are sometimes referred to collectively herein as the “Funds” and individually as a “Fund.”

Mr. Hoag and Mr. Kimball are the managing members of Management IV. Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds, Mr. Griffith and Mr. Trudeau (collectively the “Management VI Members”) are the Class A Members of Management VI. The Management VI Members are each United States citizens, and the present principal occupation of each is as a venture capital investor. The business address of each of the TCV VI Members is 528 Ramona Street, Palo Alto, California 94301.

(d), (e). During the last five years, none of the Reporting Persons has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Not applicable.

ITEM 4. PURPOSE OF TRANSACTION.

Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Common Stock in the open market, in connection with issuances by the company or sales by other stockholders in transactions registered under the Securities Act of 1933, as amended, in privately negotiated transactions or otherwise and/or retain and/or sell or otherwise dispose of all or a portion of their shares in the open market, through transactions registered under the Securities Act, through privately negotiated transactions or through distributions to their respective partners or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business, financial condition, operating results and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Except as set forth above and as set forth in the Reporting Persons’ initial statement on Schedule 13D with respect to the Company’s securities, filed May 29, 2002 (which is incorporated by reference herein), the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a), (b). As of the close of business on November 11, 2009, the Funds, Management IV, Management VI and the Management VI Members owned directly and/or indirectly the following shares:

						Percentage of Outstanding
Name of Investor		Number of Total Shares				Shares(*)
TCV IV			5,323,672				9.7	%
Strategic Partners IV			198,515			Less than 1		%
Management IV			5,522,187				10.1	%(**)
TCV VI			1,926,334				3.5	%
Member Fund			15,191			Less than 1		%
Management VI			1,941,525				3.6	%(**)
Mr. Hoag			7,515,467				13.7	%(**)(***)
Mr. Kimball			7,473,712				13.7	%(**)(****)
Mr. Drew			1,941,525				3.6	%(**)
Mr. Reynolds			1,951,525				3.6	%(**)(*****)
Mr. Griffith			1,959,682				3.6	%(**)(******)
Mr. Trudeau			1,941,525				3.6	%(**)

Each of the Funds has the sole power to dispose or direct the disposition of the shares held by such Fund and has the sole power to direct the voting of its respective shares held by such Fund.

Management IV, as the general partner of the TCV IV and Strategic Partners IV (the “TCV IV Funds”), may also be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV IV Funds and have the sole power to direct the vote of the shares held by the TCV IV Funds. Management IV disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Messrs. Hoag and Kimball are the managing members of Management IV. Under the operating agreement of Management IV, each of Messrs. Hoag and Kimball have the independent power to cause the Funds of which Management IV is the general partners to buy and sell securities of publicly traded portfolio companies; however, in general, they must act by unanimous consent with respect to all other matters, including directing the voting of such securities. As a result, each of Messrs. Hoag and Kimball may also be deemed to have the sole power to dispose or direct the disposition of the shares of Common Stock held by the TCV IV Funds as well as to have the shared power to vote or direct the vote of the respective shares of Common Stock held by the TCV IV Funds. Messrs. Hoag and Kimball disclaim beneficial ownership of the securities owned by Management IV and the TCV IV Funds except to the extent of their respective pecuniary interest therein.

Management VI, as the general partner of TCV VI and a general partner of the Member Fund (collectively with TCV VI, the “TCV VI Funds”), may also be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV VI Funds and have the sole power to direct the vote of the shares held by the TCV VI Funds. Management VI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

The Management VI Members are Class A Members of Management VI. Under the operating agreement of Management VI, the Class A Members have the shared power to dispose or direct the disposition of the shares held by TCV VI Funds and the shared power to direct the vote of the shares held by the TCV VI Funds. Each of the Management VI Members disclaims beneficial ownership of the securities owned by Management VI and the TCV VI Funds except to the extent of his respective pecuniary interest therein.

Mr. Hoag has the sole power to dispose and direct the disposition of the shares of Common Stock received upon exercise of his options and the sole power to direct the vote of his shares of Common Stock received upon exercise of his options; however, TCMI, Inc. has a right to 100% of the pecuniary interest in such options or the shares to be received upon the exercise of such options. Mr. Hoag is a stockholder and director of TCMI, Inc. and disclaims beneficial ownership of such options or the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.

Mr. Kimball is a trustee of the Kimball Family Trust Uta Dtd 2/23/94 (“Kimball Trust”) and may be deemed to have the sole power to dispose or direct the disposition of the shares held by the Kimball Trust. Mr. Kimball disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Mr. Reynolds is a trustee of the Reynolds Family Trust (“Reynolds Trust”) and may be deemed to have the sole power to dispose or direct the disposition of the shares held by the Reynolds Trust. Mr. Reynolds disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Mr. Griffith is a trustee of the Griffith Family 2004 Trust (“Griffith Trust”) and may be deemed to have the sole power to dispose or direct the disposition of the shares held by the Griffith Trust. Mr. Griffith disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.

Except as set forth in this Item 5(a) — (b), each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other Reporting Person.

(c). Mr. Hoag received the following option grants:

		Number of
		Options
Date of Grant		Granted				Exercise Price
10/1/09			896			$	44.62
11/2/09			743			$	53.80

On November 5, 2009, as part of an in-kind pro-rata distribution to partners, the funds listed below distributed the following shares to their limited partners and general partners, without consideration:

Name of Investor		Shares Distributed
TCV IV			964,052	(*)
Strategic Partners IV		35,948		(**)

On November 5, 2009, Management IV made an in-kind distribution of 248,298 shares of Common Stock of the Company to its members, without consideration. This includes the following:

65,427 shares distributed to the Hoag Trust, of which Mr. Hoag is a trustee. Mr. Hoag disclaims beneficial ownership of the shares held by the Hoag Trust except to the extent of his pecuniary interest therein.

47,989 shares distributed to the Kimball Trust, of which Mr. Kimball is a trustee. Mr. Kimball disclaims beneficial ownership of the shares held by the Kimball Trust except to the extent of his pecuniary interest therein.

14,349 shares distributed to Hamilton Investments, of which Mr. Hoag is the sole general partner and a limited partner. Mr. Hoag disclaims beneficial ownership of the shares held by Hamilton Investments except to the extent of his pecuniary interest therein.

18,309 shares distributed to the Drew Trust, of which Mr. Drew is a trustee. Mr. Drew disclaims beneficial ownership of the shares held by the Drew Trust except to the extent of his pecuniary interest therein.

27,111 shares distributed to the Reynolds Trust, of which Mr. Reynolds is a trustee. Mr. Reynolds disclaims beneficial ownership of the shares held by the Reynolds Trust except to the extent of his pecuniary interest therein.

10,539 shares distributed to the Griffith Trust, of which Mr. Griffith is a trustee. Mr. Griffith disclaims beneficial ownership of the shares held by the Griffith Trust except to the extent of his pecuniary interest therein.

On November 6 and 9, 2009, the following sold the number of shares at the prices listed below in open market transactions:

Name of Investor		Date Sold				Shares Sold				Price
Hoag Trust			11/6/09				69,137			$	55.3276
Hamilton Investments			11/6/09				14,349			$	55.3276
Drew Trust			11/6/09				18,309			$	54.9390
Griffith Trust			11/6/09				3,500			$	56.00
Griffith Trust			11/9/09				1,500			$	57.00
Kimball Trust			11/9/09				79,419			$	55.6431
Reynolds Trust			11/9/09				17,111			$	56.9118

On November 6, 2009, Mr. Hoag exercised the following options at the exercise prices set forth below, and then sold these 5,320 shares in open market transactions on November 6, 2009, at a weighted average exercise price per share of $55.3405.

		Exercise
Number of Options		Price
1,754		$	22.81
1,761		$	22.73
1,805		$	22.15

(d). Not applicable.

(e). Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Except as set forth herein and as set forth in the Reporting Persons’ initial statement on Schedule 13D with respect to the Company’s securities, filed May 29, 2002 (which is incorporated by reference herein), none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Company, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1 Joint Filing Agreement (incorporated by reference from Exhibit 1 to the Schedule 13D/A relating to the common stock of Netflix, Inc. filed on August 7, 2006)

Exhibit 2 Amended and Restated Stockholders’ Rights Agreement dated July 10, 2001 (incorporated by reference from Exhibit 6 to the Schedule 13D relating to the common stock of Netflix, Inc. on May 29, 2002)

Exhibit 3 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to the Schedule 13D relating to the common stock of Interactive Brokers Group, Inc. filed on July 10, 2009)

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 12, 2009

TCV IV, L.P.
By: Name:		/s/ Carla S. Newell   Carla S. Newell
Its:		Authorized Signatory
TCV IV STRATEGIC PARTNERS, L.P.
By:		/s/ Carla S. Newell
Name:		Carla S. Newell
Its:		Authorized Signatory
TECHNOLOGY CROSSOVER MANAGEMENT IV, L.L.C.
By:		/s/ Carla S. Newell
Name:		Carla S. Newell
Its:		Authorized Signatory
TCV VI, L.P.
By:		/s/ Carla S. Newell
Name:		Carla S. Newell
Its:		Authorized Signatory
TCV MEMBER FUND, L.P.
By:		/s/ Carla S. Newell
Name:		Carla S. Newell
Its:		Authorized Signatory
TECHNOLOGY CROSSOVER MANAGEMENT VI, L.L.C.
By:		/s/ Carla S. Newell
Name:		Carla S. Newell
Its:		Authorized Signatory
JAY C. HOAG
By:		/s/ Carla S. Newell
Name:		Carla S. Newell
Its:		Authorized Signatory

RICHARD H. KIMBALL
By:		/s/ Carla S. Newell
Name:		Carla S. Newell
Its:		Authorized Signatory
JOHN L. DREW
By:		/s/ Carla S. Newell
Name:		Carla S. Newell
Its:		Authorized Signatory
JON Q. REYNOLDS JR.
By:		/s/ Carla S. Newell
Name:		Carla S. Newell
Its:		Authorized Signatory
WILLIAM J. G. GRIFFITH IV
By:		/s/ Carla S. Newell
Name:		Carla S. Newell
Its:		Authorized Signatory
ROBERT W. TRUDEAU
By:		/s/ Carla S. Newell
Name:		Carla S. Newell
Its:		Authorized Signatory

EXHIBIT INDEX

Exhibit 1 Joint Filing Agreement (incorporated by reference from Exhibit 1 to the Schedule 13D/A relating to the common stock of Netflix, Inc. filed on August 7, 2006)

Exhibit 2 Amended and Restated Stockholders’ Rights Agreement dated July 10, 2001 (incorporated by reference from Exhibit 6 to the Schedule 13D relating to the common stock of Netflix, Inc. on May 29, 2002)

Exhibit 3 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to the Schedule 13D relating to the common stock of Interactive Brokers Group, Inc. filed on July 10, 2009)