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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MERITECH CAPITAL PARTNERS II 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)

245 LYTTON AVENUE, SUITE 350

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2007

(Street)

PALO ALTO, CA 94301

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

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	07/24/2007		C		704,207	A	⁽¹⁾	734,769	D ⁽²⁾
Common Stock	07/24/2007		C		154,627	A	⁽¹⁾	889,396	D ⁽²⁾
Common Stock	07/24/2007		C		2,151,805	A	⁽¹⁾	3,041,201	D ⁽²⁾
Common Stock	07/24/2007		C		18,120	A	⁽¹⁾	18,906	D ⁽³⁾
Common Stock	07/24/2007		C		3,978	A	⁽¹⁾	22,884	D ⁽³⁾
Common Stock	07/24/2007		C		55,368	A	⁽¹⁾	78,252	D ⁽³⁾
Common Stock	07/24/2007		C		5,385	A	⁽¹⁾	5,618	D ⁽⁴⁾
Common Stock	07/24/2007		C		1,182	A	⁽¹⁾	6,800	D ⁽⁴⁾
Common Stock	07/24/2007		C		32,381	A	⁽¹⁾	39,181	D ⁽⁴⁾

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

Series B Redeemable Convertible Preferred Stock

⁽¹⁾

07/24/2007

1,408,414

⁽⁵⁾

⁽⁶⁾

Common Stock

704,207

$ 0

D ⁽²⁾

Series B Redeemable Convertible Preferred Stock

⁽¹⁾

07/24/2007

36,240

⁽⁵⁾

⁽⁶⁾

Common Stock

18,120

$ 0

D ⁽²⁾

Series B Redeemable Convertible Preferred Stock

⁽¹⁾

07/24/2007

10,770

⁽⁵⁾

⁽⁶⁾

Common Stock

5,385

$ 0

D ⁽²⁾

Series C Redeemable Convertible Preferred Stock

⁽¹⁾

07/24/2007

309,254

⁽⁵⁾

⁽⁶⁾

Common Stock

154,627

$ 0

D ⁽³⁾

Series C Redeemable Convertible Preferred Stock

⁽¹⁾

07/24/2007

7,956

⁽⁵⁾

⁽⁶⁾

Common Stock

3,978

$ 0

D ⁽³⁾

Series C Redeemable Convertible Preferred Stock

⁽¹⁾

07/24/2007

2,364

⁽⁵⁾

⁽⁶⁾

Common Stock

1,182

$ 0

D ⁽³⁾

Series D Redeemable Convertible Preferred Stock

⁽¹⁾

07/24/2007

4,303,610

⁽⁵⁾

⁽⁶⁾

Common Stock

2,151,805

$ 0

D ⁽⁴⁾

Series D Redeemable Convertible Preferred Stock

⁽¹⁾

07/24/2007

110,736

⁽⁵⁾

⁽⁶⁾

Common Stock

55,368

$ 0

D ⁽⁴⁾

Series D Redeemable Convertible Preferred Stock

⁽¹⁾

07/24/2007

64,762

⁽⁵⁾

⁽⁶⁾

Common Stock

32,381

$ 0

D ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MERITECH CAPITAL PARTNERS II LP 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
MADERA PAUL S 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
GORDON MICHAEL B 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
MCP ENTREPRENEUR PARTNERS II LP 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
MERITECH CAPITAL AFFILIATES II LP 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
Meritech Capital Associates II L.L.C. 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
Meritech Management Associates II L.L.C. 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X

Signatures

Meritech Capital Partners II L.P. By: Meritech Capital Associates II L.L.C. its General Partner By: Meritech Management Associates II L.L.C. a managing member By: /s/ Paul S. Madera Paul S. Madera, a managing memeber		07/24/2007
^**Signature of Reporting Person		Date
/s/ Paul S. Madera; Paul S. Madera		07/24/2007
^**Signature of Reporting Person		Date
/s/ Michael B. Gordon; Michael B. Gordon		07/24/2007
^**Signature of Reporting Person		Date
MCP Entrepreneur Partners II, L.P.; By: Meritech Capital Associates II L.L.C. its General Partner; By: Meritech Management Associates II L.L.C. a managing member; By: /s/ Paul S. Madera; Paul S. Madera, a managing member		07/24/2007
^**Signature of Reporting Person		Date
Meritech Capital Affiliates II L.P.; By: Meritech Capital Associates II L.L.C. its General Partner; By: Meritech Management Associates II L.L.C. a managing member; By: /s/ Paul S. Madera; Paul S. Madera, a managing member		07/24/2007
^**Signature of Reporting Person		Date
Meritech Capital Associates II L.L.C.; By: Meritech Management Associates II L.L.C. a managing member; By: /s/ Paul S. Madera; Paul S. Madera, a managing member		07/24/2007
^**Signature of Reporting Person		Date
Meritech Managemnet Associates II, L.L.C.; By: /s/ Paul S. Madera; Paul S. Madera, a managing member		07/24/2007
^**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)	All of the outstanding shares of the Issuer's Series B, Series C and Series D Convertible Redeemable Preferred Stock are immediately exercisable will convert automatically on a 2-for-1 basis into Common Stock of the Issuer upon the closing of the Issuer's initial public offering.
(2)	See Exhibit 99.1. Shares are held by Meritech Capital Partners II L.P. ("MCP II"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP II, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by MCP II. Such persons and entities disclaim beneficial ownership of shares held by MCP II except to the extent of any pecuniary interest therein.
(3)	See Exhibit 99.1. Shares are held by Meritech Capital Affiliates II L.P. ("MCA II"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCA II, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by MCA II. Such persons and entities disclaim beneficial ownership of shares held by MCP II except to the extent of any pecuniary interest therein.
(4)	See Exhibit 99.1. Shares are held by MCP Entrepreneur Partners II L.P. ("Entrepreneur"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Entrepreneur, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by Entrepreneur. Such persons and entities disclaim beneficial ownership of shares held by Entrepreneur except to the extent of any pecuniary interest therein.
(5)	Immediately.
(6)	Not applicable.

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