nflxsch13damd3102213.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.3)*
Netflix, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
64110L106
(CUSIP Number)
Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 22, 2013
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
533,111
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
533,111
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533,111
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.90%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
533,111
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
533,111
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533,111
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.90%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
533,111
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
533,111
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533,111
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.90%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
867,584
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
867,584
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
867,584
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.46%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
307,857
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
307,857
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,857
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.52%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
135,553
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
135,553
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,553
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.23%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,310,994
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,310,994
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,310,994
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.21%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
821,452
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
821,452
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
821,452
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.39%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
821,452
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
821,452
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
821,452
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.39%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,132,446
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,132,446
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,132,446
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.60%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,132,446
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,132,446
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,132,446
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.60%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,132,446
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,132,446
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,132,446
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.60%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,132,446
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,132,446
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,132,446
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.60%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 64110L106
1. NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,132,446
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,132,446
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,132,446
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.60%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 64110L106
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,665,557
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,665,557
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,665,557
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.50%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment Number 3 to the Schedule 13D relating to the Common Stock, par value $0.001 (the “Shares”), issued by Netflix, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on October 31, 2012, and amended by Amendment No. 1 and Amendment No. 2 thereto (as amended, the “Schedule 13D”), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Initial Schedule 13D is hereby amended by adding the following:
On October 22, 2013, the Reporting Persons entered into an agreement with David Schechter and Brett Icahn and issued a press release regarding the Shares, copies of which are filed herewith as exhibits and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 (a) and the first paragraph of Item 5(b) of the Initial Schedule 13D are hereby amended by replacing them in their entirety with the following:
For purposes of the Schedule 13D:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 2,665,557 Shares, representing approximately 4.50% of the Issuer's outstanding Shares (based upon the 59,257,798 Shares stated to be outstanding as of September 30, 2013 by the Issuer in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on October 21, 2013).
(b) High River has sole voting power and sole dispositive power with regard to 533,111 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 867,584 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 307,857 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 135,553 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 821,452 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Item 5 (c) of the Initial Schedule 13D is hereby amended by the addition of the following:
(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons. All such transactions were effected in the open market, and the table includes commissions paid in per share prices.
|
Name of Reporting Person
|
Date of Transaction
|
Amount of Securities
Purchased / (Sold)
|
Price Per Share
|
|
High River Limited Partnership
|
10/10/2013
|
(42,008)
|
(304.23)
|
|
High River Limited Partnership
|
10/11/2013
|
(45,592)
|
(304.94)
|
|
High River Limited Partnership
|
10/14/2013
|
(30,200)
|
(308.80)
|
|
High River Limited Partnership
|
10/16/2013
|
20,000
|
322.32
|
|
High River Limited Partnership
|
10/17/2013
|
2,698
|
321.35
|
|
High River Limited Partnership
|
10/22/2013
|
(480,000)
|
(341.44)
|
| |
|
|
|
|
Icahn Partners LP
|
10/10/2013
|
(40,345)
|
(304.23)
|
|
Icahn Partners LP
|
10/11/2013
|
(70,253)
|
(304.94)
|
|
Icahn Partners LP
|
10/14/2013
|
(46,534)
|
(308.80)
|
|
Icahn Partners LP
|
10/16/2013
|
30,818
|
322.32
|
|
Icahn Partners LP
|
10/17/2013
|
4,157
|
321.35
|
|
Icahn Partners LP
|
10/22/2013
|
(739,615)
|
(341.44)
|
| |
|
|
|
|
Icahn Partners Master Fund LP
|
10/10/2013
|
(8,347)
|
(304.23)
|
|
Icahn Partners Master Fund LP
|
10/11/2013
|
(74,198)
|
(304.94)
|
|
Icahn Partners Master Fund LP
|
10/14/2013
|
(49,147)
|
(308.80)
|
|
Icahn Partners Master Fund LP
|
10/16/2013
|
32,547
|
322.32
|
|
Icahn Partners Master Fund LP
|
10/17/2013
|
4,392
|
321.35
|
|
Icahn Partners Master Fund LP
|
10/22/2013
|
(781,151)
|
(341.44)
|
| |
|
|
|
|
Icahn Partners Master Fund II LP
|
10/10/2013
|
(82,649)
|
(304.23)
|
|
Icahn Partners Master Fund II LP
|
10/11/2013
|
(26,328)
|
(304.94)
|
|
Icahn Partners Master Fund II LP
|
10/14/2013
|
(17,440)
|
(308.80)
|
|
Icahn Partners Master Fund II LP
|
10/16/2013
|
11,550
|
322.32
|
|
Icahn Partners Master Fund II LP
|
10/17/2013
|
1,557
|
321.35
|
|
Icahn Partners Master Fund II LP
|
10/22/2013
|
(277,187)
|
(341.44)
|
| |
|
|
|
|
Icahn Partners Master Fund III LP
|
10/10/2013
|
(36,689)
|
(304.23)
|
|
Icahn Partners Master Fund III LP
|
10/11/2013
|
(11,591)
|
(304.94)
|
|
Icahn Partners Master Fund III LP
|
10/14/2013
|
(7,679)
|
(308.80)
|
|
Icahn Partners Master Fund III LP
|
10/16/2013
|
5,085
|
322.32
|
|
Icahn Partners Master Fund III LP
|
10/17/2013
|
687
|
321.35
|
|
Icahn Partners Master Fund III LP
|
10/22/2013
|
(122,047)
|
(341.44)
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Item 5(d) of the Schedule 13D is hereby amended to add the following:
On October 22, 2013, the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
Item 6 of the Initial 13D is hereby amended by adding the following:
The disclosure set forth above in Item 4 is incorporated herein by reference.
Item 7. Material To Be Filed As Exhibits
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1.
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Form of agreement among the Reporting Persons and each of David Schechter and Brett Icahn.
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SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 22, 2013
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
/s/ Carl C. Icahn_____________
CARL C. ICAHN
[Signature Page of Schedule 13D, Amendment No. 3 – Netflix, Inc.]