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 *
FERRI PAUL J
  2. Issuer Name and Ticker or Trading Symbol
NETEZZA CORP [NZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MATRIX PARTNERS, 1000 WINTER ST., SUITE 4500
3. Date of Earliest Transaction (Month/Day/Year)
09/23/2009
(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 09/23/2009   J(1)   1,428,000 D $ 0 4,279,345 I By Matrix Partners VI, L.P. (2)
Common Stock 09/23/2009   J(3)   474,675 D $ 0 1,429,372 I By Matrix VI Parallel Partnership-A, L.P. (2)
Common Stock 09/23/2009   J(4)   159,600 D $ 0 478,280 I By Matrix VI Parallel Partnership-B, L.P. (2)
Common Stock 09/23/2009   J(5)   336,000 D $ 0 1,006,903 I By Weston & Co. VI LLC (6)
Common Stock 09/23/2009   J(7)   36,447 A $ 0 48,877 D  
Common Stock 09/24/2009   S   1,725 D $ 11.011 (8) 1,427,647 I By Matrix VI Parallel Partnership-A, L.P. (2)
Common Stock               347,083 I By Matrix Partners VIII, L.P. (9)
Common Stock               765 I By Weston & Co. VIII LLC (10)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FERRI PAUL J
C/O MATRIX PARTNERS
1000 WINTER ST., SUITE 4500
WALTHAM, MA 02451
  X   X    

Signatures

 /s/ Corey C. DuFresne (as attorney-in-fact for Paul J. Ferri)   09/25/2009
**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) Pro-rata distribution in kind and without consideration to the partners of Matrix Partners VI, L.P.
(2) Mr. Ferri is a Managing Member of Matrix VI Management Co., L.L.C., which serves as the general partner of Matrix Partners VI, L.P., Matrix VI Parallel Partnership-A, L.P., and Matrix VI Parallel Partnership-B, L.P. Mr. Ferri, by virtue of his management position in Matrix VI Management Co., L.L.C., has sole voting and dispositive power with respect to the shares held by Matrix Partners VI, L.P., Matrix VI Parallel Partnership-A, L.P., and Matrix VI Parallel Partnership-B, L.P. Mr. Ferri disclaims beneficial ownership of the securities held by Matrix Partners VI, L.P., Matrix VI Parallel Partnership-A, L.P. and Matrix VI Parallel Partnership-B, L.P., except to the extent of his pecuniary interest therein.
(3) Pro-rata distribution in kind and without consideration to the partners of Matrix VI Parallel Partnership-A, L.P.
(4) Pro-rata distribution in kind and without consideration to the partners of Matrix VI Parallel Partnership-B, L.P.
(5) Re-registration of shares by Weston & Co. VI LLC for no consideration in the names of the beneficial owners of those shares.
(6) Mr. Ferri is authorized by the sole member of Weston & Co. VI LLC to take any action as directed by the underlying beneficial owners with respect to the shares held by this entity, and Mr. Ferri disclaims beneficial ownership of such shares. Mr. Ferri does not have sole or shared voting or investment control with respect to any of the shares held by Weston & Co. VI LLC.
(7) Change from indirect to direct ownership upon a distribution of shares by Matrix Partners VI, L.P., Matrix VI Parallel Partnership-A, L.P. and Matrix VI Parallel Partnership-B, L.P., which shares were previously reported as indirectly beneficially owned by Mr. Ferri.
(8) The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $11.00 to $11.05 per share. The reporting person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer, or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
(9) Mr. Ferri is a Managing Member of Matrix VIII US Management Co., L.L.C. which serves as the general partner of Matrix Partners VIII, L.P. Mr Ferri by virtue of his management position in Matrix VIII US Management Co., L.L.C., has sole voting and dispositive power with respect to the shares held by Matrix Partners VIII, L.P. Mr. Ferri disclaims beneficial ownership of the securities held by Matrix Partners VIII, L.P. except to the extent of his pecuniary interest therein.
(10) Mr. Ferri is authorized by the sole member of Weston & Co. VIII LLC to take any action as directed by the underlying beneficial owners with respect to the shares held by this entity, and Mr. Ferri disclaims beneficial ownership of such shares. Mr. Ferri does not have sole or shared voting or investment control with respect to any of the shares held by Weston & Co. VIII LLC.

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