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)

1000 WINTER STREET, SUITE 3300

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

(Street)

WALTHAM, MA 02451

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		8,663,555 ⁽¹⁾	A	⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	8,786,606	D
Common Stock	07/24/2007		C		218,828 ⁽⁶⁾	A	⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	221,936	D
Common Stock	07/24/2007		C		46,030 ⁽⁷⁾	A	⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	46,684	D

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 A Preferred Stock

⁽²⁾

07/24/2007

3,849,999

⁽²⁾

Common Stock

3,849,999

$ 0

D ⁽⁸⁾

Series B Preferred Stock

⁽³⁾

07/24/2007

3,094,004

⁽³⁾

Common Stock

3,094,004

$ 0

D ⁽⁸⁾

Series C Preferred Stock

⁽⁴⁾

07/24/2007

1,524,735

⁽⁴⁾

Common Stock

1,524,735

$ 0

D ⁽⁸⁾

Series D Preferred Stock

⁽⁵⁾

07/24/2007

459,675

⁽⁵⁾

Common Stock

459,675

$ 0

D ⁽⁸⁾

Reporting Owners

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

Signatures

CHARLES RIVER PARTNERSHIP XI, LP By: Charles River XI GP, LP Its General Partner By: Charles River XI GP, LLC Its General Partner By: /s/ Ted R. Dintersmith Managing Member		07/26/2007
^**Signature of Reporting Person		Date
CHARLES RIVER FRIENDS XI-A, LP; By: Charles River XI GP, LLC; Its: General Partner; By: /s/ Ted R. Dintersmith; Managing Member		07/26/2007
^**Signature of Reporting Person		Date
CHARLES RIVER FRIENDS XI-B, LP; By: Charles River XI GP, LLC; Its: General Partner; By: /s/ Ted R. Dintersmith; Managing Member		07/26/2007
^**Signature of Reporting Person		Date
CHARLES RIVER XI GP, LP; By: Charles River XI GP, LLC; Its General Partner; By: /s/ Ted R. Dintersmith; Managing Member		07/26/2007
^**Signature of Reporting Person		Date
CHARLES RIVER XI GP, LLC; By: /s/ Ted R. Dintersmith; Managing Member		07/26/2007
^**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)	These securities are owned by Charles River Partnership XI, LP ("CRP XI"), which is a member of a "group" with Charles River Friends XI-A, LP ("CRF XI-A"), Charles River Friends XI-B, LP ("CRF XI-B"), Charles River XI GP, LP ("CR XI GP LP") and Charles River XI GP, LLC for purposes of Section 13(d) of the Exchange Act.
(2)	The Series A Preferred Stock immediately converted into Common Stock on a one-for-one basis and has no expiration date.
(3)	The Series B Preferred Stock immediately converted into Common Stock on a one-for-one basis and has no expiration date.
(4)	The Series C Preferred Stock immediately converted into Common Stock on a one-for-one basis and has no expiration date.
(5)	The Series D Preferred Stock immediately converted into Common Stock on a one-for-one basis and has no expiration date.
(6)	These securities are owned by CRF XI-A, which is a member of a "group" with CRP XI, CRF XI-B, CR XI GP LP and CR XI GP LLC for purposes of Section 13(d) of the Exchange Act.
(7)	These securities are owned by CRF XI-B, which is a member of a "group" with CRP XI, CRF XI-A, CR XI GP LP and CR XI GP LLC for purposes of Section 13(d) of the Exchange Act.
(8)	Held by CRP XI and its affiliated funds as a group for purposes of Section 13(d) of the Exchange Act. CR XI GP LLC is the General Partner of CR XI GP LP, CRF XI-A and CRF XI-B. CR XI GP LP is the General Partner of CRP XI.

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