o | Rule 13d-1(b) | ||
þ | Rule 13d-1(c) | ||
o | Rule 13d-1(d) |
CUSIP No. |
64110L106 |
13G |
1 | NAMES OF REPORTING PERSONS Eric Semler |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 4,253,600 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 4,253,600 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,253,600 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
6.5%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
2
CUSIP No. |
64110L106 |
13G |
1 | NAMES OF REPORTING PERSONS TCS Capital GP, LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 4,253,600 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 4,253,600 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,253,600 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
6.5%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
3
Item 1(a)
|
Name of Issuer. | |
Netflix, Inc. | ||
Item 1(b)
|
Address of Issuers Principal Executive Offices. | |
100 Winchester Circle Los Gatos, California 95032 |
||
Item 2(a)
|
Name of Person Filing. | |
TCS Capital GP, LLC and Eric Semler | ||
Item 2(b)
|
Address of Principal Business Office, or, if none, Residence. | |
888 Seventh Avenue, Suite 1504, New York, NY 10019 | ||
Item 2(c)
|
Citizenship or Place of Organization. | |
TCS Capital GP, LLC is a limited liability company organized under the laws of the State of Delaware. Eric Semler is the principal of TCS Capital GP, LLC and is a United States citizen. | ||
Item 2(d)
|
Title of Class of Securities. | |
Common Stock, par value $0.001 per share (the Common Stock). |
4
Item 2(e) | CUSIP Number. | |||
64110L106 | ||||
Item 3 | Reporting Person. | |||
Inapplicable. | ||||
Item 4 | Ownership. | |||
(a) | TCS Capital GP, LLC (as the general partner of TCS Capital Investments, L.P., TCS Capital II, L.P. and TCS Capital L.P.) and Eric Semler (as the principal of TCS Capital GP, LLC) are the beneficial owners of 4,253,600 shares of Common Stock. | |||
(b) | TCS Capital GP, LLC and Eric Semler are the beneficial owners of 6.5% of the outstanding shares of Common Stock. This percentage is determined by dividing 4,253,600, by 65,667,491, the number of shares of Common Stock issued and outstanding as of September 30, 2007, as reported in the Issuers Form 8-K filed with the Commission on October 22, 2007. | |||
(c) | As the general partner of TCS Capital Investments, L.P., TCS Capital II, L.P. and TCS Capital L.P., TCS Capital GP, LLC has the sole power to vote and dispose of the 4,253,600 shares of Common Stock beneficially owned by it. As the principal of TCS Capital GP, LLC, Eric Semler has the sole power to vote and dispose of the 4,253,600 shares of Common Stock beneficially owned by him. | |||
Item 5 | Ownership of Five Percent or Less of a Class. | |||
Inapplicable. | ||||
Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. | |||
Inapplicable. | ||||
Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. | |||
Inapplicable. | ||||
Item 8 | Identification and Classification of Members of the Group. | |||
Inapplicable. | ||||
Item 9 | Notice of Dissolution of Group. | |||
Inapplicable. |
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Item 10
|
Certification. | |
By signing below I certify that, to the best of my 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. | ||
Exhibits
|
Exhibit 1 | |
Joint Filing Agreement between TCS Capital GP, LLC and Eric Semler. |
6
TCS Capital GP, LLC | ||||||
By: | /s/ Eric Semler | |||||
Name: | Eric Semler | |||||
Title: | Managing Member | |||||
/s/ Eric Semler | ||||||
Eric Semler |
7