Edgar Filing: NETEZZA CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CHARLES RIVER PARTNERSHIP XI LP

2. Issuer Name and Ticker or Trading Symbol
NETEZZA CORP [NZ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O CHARLES RIVER XI GP, LP, 1000 WINTER STREET, SUITE 3300

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2008

(Street)

WALTHAM, MA 02451

4. If Amendment, Date Original Filed(Month/Day/Year)
01/16/2008

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/15/2008		J⁽¹⁾		3,396,173 ⁽²⁾	D	$ 0	5,390,433	D ⁽⁵⁾ ⁽⁶⁾
Common Stock	01/15/2008		J⁽¹⁾		85,783 ⁽³⁾	D	$ 0	136,153	D ⁽⁵⁾ ⁽⁶⁾
Common Stock	01/15/2008		J⁽¹⁾		18,044 ⁽⁴⁾	D	$ 0	28,640	D ⁽⁵⁾ ⁽⁶⁾
Common Stock	01/15/2008		J⁽⁷⁾		33,960	D	$ 0	0 ⁽⁵⁾ ⁽⁶⁾ ⁽⁹⁾	D ⁽⁵⁾ ⁽⁶⁾
Common Stock	01/15/2008		J⁽⁸⁾		1,053	D	$ 0	0 ⁽⁵⁾ ⁽⁶⁾ ⁽⁹⁾	D ⁽⁵⁾ ⁽⁶⁾
Common Stock	01/15/2008		J⁽¹⁰⁾		377 ⁽²⁾	D	$ 10.27	5,390,056	D ⁽⁵⁾ ⁽⁶⁾
Common Stock	01/15/2008		J⁽¹¹⁾		373 ⁽⁴⁾	D	$ 10.27	28,267	D ⁽⁵⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CHARLES RIVER PARTNERSHIP XI LP C/O CHARLES RIVER XI GP, LP 1000 WINTER STREET, SUITE 3300 WALTHAM, MA 02451		X
Charles River Friends XI-A, LP C/O CHARLES RIVER XI GP, LLC 1000 WINTER STREET, SUITE 3300 WALTHAM, MA 02451		X
Charles River Friends XI-B, LP C/O CHARLES RIVER XI GP, LLC 1000 WINTER STREET, SUITE 3300 WALTHAM, MA 02451		X
Charles River XI GP, LP C/O CHARLES RIVER XI GP, LLC 1000 WINTER STREET, SUITE 3300 WALTHAM, MA 02451		X
Charles River XI GP, LLC 1000 WINTER STREET, SUITE 3300 WALTHAM, MA 02451		X

Signatures

/s/ John A. Genest as attorney-in-fact for Charles River XI GP, LLC, general partner of Charles River XI GP, LP, general partner of Charles River Partnership XI, LP		01/17/2008
^**Signature of Reporting Person		Date
/s/ John A. Genest as attorney-in-fact for Charles River XI GP, LLC, general partner of Charles River Friends XI-A, LP		01/17/2008
^**Signature of Reporting Person		Date
/s/ John A. Genest as attorney-in-fact for Charles River XI GP, LLC, general partner of Charles River Friends XI-B, LP		01/17/2008
^**Signature of Reporting Person		Date
/s/ John A. Genest as attorney-in-fact for Charles River XI GP, LLC, general partner of Charles River XI GP, LP		01/17/2008
^**Signature of Reporting Person		Date
/s/ John A. Genest as attorney-in-fact for Charles River XI GP, LLC		01/17/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pro rata distribution for no consideration to partners of the limited partnership.
(2)	These securities are owned by Charles River Partnership XI, LP ("XI LP"), which is a member of a "group" with Charles River Friends XI-A, LP ("XI-A, LP") and Charles River Friends XI-B, LP ("XI-B, LP," and together with XI LP and XI-A, LP, the "Partnerships") for purposes of Section 13(d) of the Exchange Act.
(3)	These securities are owned by Charles River Friends XI-A, LP.
(4)	These securities are owned by Charles River Friends XI-B, LP.
(5)	Charles River XI GP, LP ("XI GP LP") is the General Partner of XI LP. Charles River XI GP, LLC ("XI GP LLC") is the General Partner of XI GP LP. XI GP LLC is also the General Partner of XI-A, LP and XI-B, LP. Each of Izhar Armony, Christopher Baldwin, Richard M. Burnes, Jr., Ted R. Dintersmith, Bruce I. Sachs, William P. Tai, and Michael J. Zak is a managing member of Charles River XI GP, LLC. Accordingly, each of XI GP LP, XI GP LLC and Messrs. Armony, Baldwin, Burnes, Dintersmith, Sachs, Tai and Zak (collectively, the "Management Persons") may be deemed to beneficially own the securities owned by the Partnerships. Each of the Management Persons disclaims beneficial ownership of the securities reported herein held by the Partnerships, except to the extent of such person's pecuniary interest in each applicable Partnership, if any.
(6)	The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities.
(7)	Pro rata distribution for no consideration from Charles River XI GP, LP to its partners.
(8)	Pro rata distribution for no consideration from Charles River XI GP, LLC to its members.
(9)	Each pro rata distribution from the Partnerships to the Management Persons, and from one Management Person to another Management Person as general partner or member of the distributing Management Person, reflects a change in form of beneficial ownership only of the ultimate Management Persons, and does not reflect a change in such ultimate Management Persons' pecuniary interest in the securities reported herein or in the related Form 3.
(10)	Pursuant to the terms of the Limited Partnership Agreement of XI LP, a specified portion of the securities otherwise distributable in kind by XI LP to certain limited partners of XI LP were sold to satisfy promissory notes made by such limited partners for the benefit of XI LP.
(11)	Pursuant to the terms of the Limited Partnership Agreement of XI-B, LP, a specified portion of the securities otherwise distributable in kind by XI-B, LP to certain limited partners of XI-B, LP were sold to satisfy promissory notes made by such limited partners for the benefit of XI-B, LP.

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