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 MATRIX PARTNERS VI LP ET AL

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)

C/O MATRIX PARTNERS, BAY COLONY CORP CTR,Â 1000 WINTER STREET, SUITE 4500

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

_____ Director	__X__ 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 Stock	79,927 ⁽¹⁾ ⁽²⁾	D	Â

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 Convertible Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	2,528,750 ⁽²⁾ ⁽³⁾	$ ⁽³⁾	D	Â
Series B Convertible Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	1,847,931 ⁽²⁾ ⁽³⁾	$ ⁽³⁾	D	Â
Series C Convertible Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	961,012 ⁽²⁾ ⁽³⁾	$ ⁽³⁾	D	Â
Series D Convertible Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	289,725 ⁽²⁾ ⁽³⁾	$ ⁽³⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MATRIX PARTNERS VI LP ET AL C/O MATRIX PARTNERS, BAY COLONY CORP CTR 1000 WINTER STREET, SUITE 4500 WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â

Signatures

Matrix Partners VI, L.P. /s/ Paul J. Ferri By: Paul J. Ferri, Managing Member of Matrix VI Management Co., L.L.C., its General Partner		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)	Reflects a one-for-two reverse stock split, which became effective on June 25, 2007.
(2)	These securities are owned solely by Matrix Partners VI, L.P. Matrix VI Management Co., L.L.C. ("Matrix VI LLC") is the general partner of Matrix Partners VI, L.P. Paul J. Ferri, as a Managing Member of Matrix VI LLC, has sole voting and dispositive power with respect to these shares. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(3)	Shares of Preferred Stock are immediately convertible into Common Stock on a one-for-two basis without payment of further consideration and each share of Preferred Stock will automatically convert upon the closing of the Issuer?s initial public offering. The number of shares of Common Stock underlying the Preferred Stock reflects a one-for-two reverse stock split, which became effective on June 25, 2007.
(4)	Not applicable.

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