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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1. Name and Address of Reporting Person * Dintersmith Ted R   2. Issuer Name and Ticker or Trading Symbol NETEZZA CORP [NZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 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) _X_ Form filed by One Reporting Person ___ 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) Code V Amount (A) or (D) Price Common Stock 07/24/2007   C   8,663,555 A (1) (2) (3) (4) 8,786,606 I Charles River Partnership XI, L.P. (5) Common Stock 07/24/2007   C   218,828 A (1) (2) (3) (4) 221,936 I Charles River Friends XI-A, L.P. (5) Common Stock 07/24/2007   C   46,683 A (1) (2) (3) (4) 46,684 I Charles River Friends XI-B, L.P. (5)

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

(1)

07/24/2007

C

3,849,999

(1)

(1)

Common Stock

3,849,999

$ 0

0

I

See footnote (6)

Series B Preferred Stock

(2)

07/24/2007

C

3,094,004

(2)

(2)

Common Stock

3,094,004

$ 0

0

I

See footnote (6)

Series C Preferred Stock

(3)

07/24/2007

C

1,524,735

(3)

(3)

Common Stock

1,524,735

$ 0

0

I

See footnote (6)

Series D Preferred Stock

(4)

07/24/2007

C

459,675

(4)

(4)

Common Stock

459,675

$ 0

0

I

See footnote (6)

Reporting Owners

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

Signatures

/s/ Ted R. Dintersmith		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)	The Series A Preferred Stock immediately converted into Common Stock on a one-for-one basis and has no expiration date.
(2)	The Series B Preferred Stock immediately converted into Common Stock on a one-for-one basis and has no expiration date.
(3)	The Series C Preferred Stock immediately converted into Common Stock on a one-for-one basis and has no expiration date.
(4)	The Series D Preferred Stock immediately converted into Common Stock on a one-for-one basis and has no expiration date.
(5)	Mr. Dintersmith is a managing member of Charles River XI GP, LLC ("CR XI GP LLC") and a general partner of Charles River XI GP, LP ("CR XI GP LP"). CR XI GP LLC is the General Partner of CR XI GP LP, Charles River Friends XI-A, LP ("CRF XI-A") and Charles River Friends XI-B, LP ("CRF XI-B"). CR XI GP LP is the General Partner of Charles River Partnership XI, LP ("CRP XI"). CR XI GP LLC, CR XI GP LP, CRP XI, CRF XI-A and CRF XI-B are members of a "group" for purposes of Section 13(d) of the Exchange Act. Mr. Dintersmith disclaims beneficial ownership of the shares held by each of such funds, except as to his pecuniary interest therein.
(6)	Held by CRP XI LP and its affiliated funds as a group for purposes of Section 13(d) of the Exchange Act. Mr. Dintersmith disclaims beneficial ownership of the shares held by each of such funds except to the extent of his pecuniary interest therein.

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