UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
NETFLIX, INC.
Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
64110L106
(CUSIP Number)
FEBRUARY 2, 2006
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Continued on the following page(s)
Page 1 of 5 Pages
1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ERIC SEMLER
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
Number of 5 Sole Voting Power
Shares
Beneficially 1,905,821
Owned By 6 Shared Voting Power
Each
Reporting 0
Person 7 Sole Dispositive Power
With
1,905,821
8 Shared Dispositive Power
0
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,905,821
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
3.51%
12 Type of Reporting Person (See Instructions)
IN, HC
Page 2 of 5 Pages
ITEM 1(A) NAME OF ISSUER:
Netflix, Inc. (the "Issuer").
ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
970 University Avenue, Los Gatos, California 95032
ITEM 2(A) NAME OF PERSON FILING:
This statement is filed on behalf of Mr. Eric Semler ("Mr. Semler").
This Statement relates to Shares (as defined herein) held for the accounts
of TCS Capital Investments, a Cayman Islands exempted limited partnership ("TCS
Capital Investments"), TCS Capital, LP, a Delaware limited partnership ("TCS
Capital"), and TCS Capital II, LP, a Delaware limited partnership ("TCS Capital
II").
TCS Capital GP, LLC, a Delaware limited liability company (the "General
Partner"), is the general partner of each of TCS Capital Investments, TCS
Capital and TCS Capital II. In his capacity, as the managing member of the
General Partner, Mr. Semler may be deemed to have investment discretion over,
and may be deemed to be the beneficial owner of, securities held for the
accounts of the TCS Capital Investments, TCS Capital and TCS Capital II.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of Mr. Semler is 888 Seventh
Avenue, Suite 1504, New York, NY 10019.
ITEM 2(C) CITIZENSHIP:
Mr. Semler is a citizen of the United States.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.001 per share (the "Shares").
ITEM 2(E) CUSIP NUMBER:
64110L106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS. 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
As of the date hereof, Mr. Semler may be deemed to be the beneficial owner
of 1,905,821 Shares. This number consists of (A) 1,170,495 Shares held for the
account of TCS Capital Investments, (B) 99,611 Shares held for the account of
TCS Capital, and (C) 635,715 Shares held for the account of TCS Capital II.
Page 4 of 5 Pages
ITEM 4(B) PERCENT OF CLASS:
According to the Issuer's most recent Quarterly Report on Form 10-Q, the
number of Shares outstanding as of November 1, 2005 was 54,374,037. The
1,905,821 Shares of which Mr. Semler may be deemed to be the beneficial owner
constitutes approximately 3.51% of the total number of Shares outstanding.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
MR. SEMLER
(i) Sole power to vote or to direct the vote: 1,905,821
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,905,821
(iv) Shared power to dispose or to direct the disposition of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
This Item 6 is not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
This Item 7 is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
ITEM 10. CERTIFICATION:
By signing below Mr. Semler certifies that, to the best of his knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the Issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
Page 5 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 10, 2006 ERIC SEMLER
/s/ Eric Semler
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