Edgar Filing: NETEZZA CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Dintersmith Ted R

2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2007

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

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3300

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

WALTHAM,Â MAÂ 02451

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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	126,812 ⁽¹⁾	I	See Footnote ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	3,849,999 ⁽⁴⁾	$ ⁽³⁾	I	See Footnote ⁽²⁾ ⁽⁴⁾
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	3,094,004 ⁽⁶⁾	$ ⁽⁵⁾	I	See Footnote ⁽²⁾ ⁽⁶⁾
Series C Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	1,524,735 ⁽⁸⁾	$ ⁽⁷⁾	I	See Footnote ⁽²⁾ ⁽⁸⁾
Series D Preferred Stock	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock	459,675 ⁽¹⁰⁾	$ ⁽⁹⁾	I	See Footnote ⁽²⁾ ⁽¹⁰⁾
Stock Option (right to buy)	Â ⁽¹¹⁾	02/01/2011	Common Stock	50,000	$ 1.67	D ⁽¹²⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dintersmith Ted R 1000 WINTER STREET, SUITE 3300 WALTHAM,Â MAÂ 02451	Â X	Â	Â	Â

Signatures

/s/ Ted R. Dintersmith		07/18/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Includes 123,050 shares held by Charles River Partnership XI, LP ("CRP XI"), 3,108 shares held by Charles River Friends XI-A, LP ("CRF XI-A") and 654 shares held by Charles River Friends XI-B, LP ("CRF XI-B"). Mr. Dintersmith disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Dintersmith has beneficial ownership of these securities for purposes of Section 16.
(2)	Charles River XI GP, LLC ("CR XI GP LLC") is the General Partner of Charles River XI GP, LP ("CR XI GP LP"), CRF XI-A and CRF XI-B. CR XI GP LP is the General Partner of CRP XI. Mr. Dintersmith is a Managing Member of CR XI GP LLC and a General Partner of CR XI GP LP.
(3)	The Series A Preferred Stock is convertible on a one-for-one basis upon the completion of the Initial Public Offering and has no expiration.
(4)	Includes 3,735,790 shares held by CRP XI, 94,361 shares held by CRF XI-A, and 19,848 shares held by CRF XI-B. Mr. Dintersmith disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Dintersmith has beneficial ownership of these securities for purposes of Section 16.
(5)	The Series B Preferred Stock is convertible on a one-for-one basis upon the completion of the Initial Public Offering and has no expiration.
(6)	Includes 3,002,222 shares held by CRP XI, 75,831 shares held by CRF XI-A, and 15,951 shares held by CRF XI-B. Mr. Dintersmith disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Dintersmith has beneficial ownership of these securities for purposes of Section 16.
(7)	The Series C Preferred Stock is convertible on a one-for-one basis upon the completion of the Initial Public Offering and has no expiration.
(8)	Includes 1,479,504 shares held by CRP XI, 37,370 shares held by CRF XI-A, and 7,861 shares held by CRF XI-B. Mr. Dintersmith disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Dintersmith has beneficial ownership of these securities for purposes of Section 16.
(9)	The Series D Preferred Stock is convertible on a one-for-one basis upon the completion of the Initial Public Offering and has no expiration.
(10)	Includes 446,039 shares held by CRP XI, 11,266 shares held by CRF XI-A, and 2,370 shares held by CRF XI-B. Mr. Dintersmith disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Dintersmith has beneficial ownership of these securities for purposes of Section 16.
(11)	This option vests according to the following schedule: 1/4 of the Option vests of February 1, 2008, and 6.25% of the Option vests quarterly thereafter.
(12)	Pursuant to the Limited Partnership Agreement of CRP XI, Mr. Dintersmith is obligated to donate the option (or underlying shares or proceeds) to charity. Mr. Dintersmith disclaims beneficial ownership of these shares. This report shall not be deemed an admission that Mr. Dintersmith has beneficial ownership of these securities for purposes of Section 16.

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