Form 8-K




Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 23, 2013




(Exact name of registrant as specified in its charter)




Delaware   001-35727

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

100 Winchester Circle

Los Gatos, CA


(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number including area code: (408) 540-3700

(Former name or address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 3.02. Unregistered Sales of Equity Securities.

On April 23, 2013, Netflix, Inc. (“Netflix”) notified the holders of its Zero Coupon Senior Convertible Notes due 2018 (the “Notes”) that Netflix had elected to mandatorily convert all outstanding Notes pursuant to the terms of the indenture governing the Notes. On April 23, 2013, the aggregate principal amount of Notes that were mandatorily converted was $200 million and such Notes converted into approximately 2.3 million shares of Netflix’s common stock. Netflix issued the shares of its common stock to holders of the Notes in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ David Hyman

By:   David Hyman
Title:   General Counsel

Dated: April 23, 2013