SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )
NETEZZA CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
64111N101
(CUSIP Number)
12/31/07
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]
Rule 13d-1(b)
[ ]
Rule 13d-1(c)
[X]
Rule 13d-1(d)
(Continued on following pages)
Page 1 of 14 Pages
CUSIP NO. 64111N101 | 13 G | Page 2 of 14 Pages |
1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL X, A DELAWARE LIMITED PARTNERSHIP (“SC X”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 77-0535705 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 5,697,931 | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 5,697,931 | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,697,931 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9% | ||
12 | TYPE OF REPORTING PERSON PN | ||
CUSIP NO. 64111N101 | 13 G | Page 3 of 14 Pages |
1 | NAME OF REPORTING PERSON SEQUOIA TECHNOLOGY PARTNERS X, A DELAWARE LIMITED PARTNERSHIP (“STP X”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 77-0537311 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 820,714 | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 820,714 | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 820,714 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4% | ||
12 | TYPE OF REPORTING PERSON PN | ||
CUSIP NO. 64111N101 | 13 G | Page 4 of 14 Pages |
1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL X PRINCIPALS FUND, L.L.C. (“SC X PF”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 77-0537312 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 508,028 | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 508,028 | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 508,028 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9% | ||
12 | TYPE OF REPORTING PERSON OO | ||
CUSIP NO. 64111N101 | 13 G | Page 5 of 14 Pages |
1 | NAME OF REPORTING PERSON SC X MANAGEMENT, LLC (“SC X LLC”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 77-0535710 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 7,026,673 shares of which 5,697,931 shares are directly held by SC X, 820,714 shares are directly held by STP X and 508,028 shares are directly held by SC X PF. SC X LLC is the General Partner of SC X and STP X, and the Managing Member of SC X PF. | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 7,026,673 shares of which 5,697,931 shares are directly held by SC X, 820,714 shares are directly held by STP X and 508,028 shares are directly held by SC X PF. SC X LLC is the General Partner of SC X and STP X, and the Managing Member of SC X PF. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,026,673 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.3% | ||
12 | TYPE OF REPORTING PERSON OO | ||
CUSIP NO. 64111N101 | 13 G | Page 6 of 14 Pages |
1 | NAME OF REPORTING PERSON MICHAEL MORITZ I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 7,026,673 shares of which 5,697,931 shares are directly held by SC X, 820,714 shares are directly held by STP X and 508,028 shares are directly held by SC X PF. Mr. Moritz is a Managing Member of SC X LLC. Mr. Moritz disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 7,026,673 shares of which 5,697,931 shares are directly held by SC X, 820,714 shares are directly held by STP X and 508,028 shares are directly held by SC X PF. Mr. Moritz is a Managing Member of SC X LLC. Mr. Moritz disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,026,673 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.3% | ||
12 | TYPE OF REPORTING PERSON IN | ||
CUSIP NO. 64111N101 | 13 G | Page 7 of 14 Pages |
1 | NAME OF REPORTING PERSON DOUGLAS LEONE I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 7,026,673 shares of which 5,697,931 shares are directly held by SC X, 820,714 shares are directly held by STP X and 508,028 shares are directly held by SC X PF. Mr. Leone is a Managing Member of SC X LLC. Mr. Leone disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 7,026,673 shares of which 5,697,931 shares are directly held by SC X, 820,714 shares are directly held by STP X and 508,028 shares are directly held by SC X PF. Mr. Leone is a Managing Member of SC X LLC. Mr. Leone disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,026,673 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.3% | ||
12 | TYPE OF REPORTING PERSON IN | ||
CUSIP NO. 64111N101 | 13 G | Page 8 of 14 Pages |
1 | NAME OF REPORTING PERSON MARK STEVENS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 7,026,673 shares of which 5,697,931 shares are directly held by SC X, 820,714 shares are directly held by STP X and 508,028 shares are directly held by SC X PF. Mr. Stevens is a Managing Member of SC X LLC. Mr. Stevens disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 7,026,673 shares of which 5,697,931 shares are directly held by SC X, 820,714 shares are directly held by STP X and 508,028 shares are directly held by SC X PF. Mr. Stevens is a Managing Member of SC X LLC. Mr. Stevens disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,026,673 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.3% | ||
12 | TYPE OF REPORTING PERSON IN | ||
CUSIP NO. 64111N101 | 13 G | Page 9 of 14 Pages |
1 | NAME OF REPORTING PERSON MICHAEL GOGUEN I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 7,026,673 shares of which 5,697,931 shares are directly held by SC X, 820,714 shares are directly held by STP X and 508,028 shares are directly held by SC X PF. Mr. Goguen is a Managing Member of SC X LLC. Mr. Goguen disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 7,026,673 shares of which 5,697,931 shares are directly held by SC X, 820,714 shares are directly held by STP X and 508,028 shares are directly held by SC X PF. Mr. Goguen is a Managing Member of SC X LLC. Mr. Goguen disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,026,673 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.3% | ||
12 | TYPE OF REPORTING PERSON IN | ||
CUSIP NO. 64111N101 | 13 G | Page 10 of 14 Pages |
1 | NAME OF REPORTING PERSON MARK KVAMME I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 7,026,673 shares of which 5,697,931 shares are directly held by SC X, 820,714 shares are directly held by STP X and 508,028 shares are directly held by SC X PF. Mr. Kvamme is a Managing Member of SC X LLC. Mr. Kvamme disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 7,026,673 shares of which 5,697,931 shares are directly held by SC X, 820,714 shares are directly held by STP X and 508,028 shares are directly held by SC X PF. Mr. Kvamme is a Managing Member of SC X LLC. Mr. Kvamme disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,026,673 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.3% | ||
12 | TYPE OF REPORTING PERSON IN | ||
CUSIP NO. 64111N101 | 13 G | Page 11 of 14 Pages |
ITEM 1.
(a)
Name of Issuer:
Netezza Corporation
(b)
Address of Issuer’s Principal Executive Offices:
200 Crossing Boulevard
Framingham, MA 01702
ITEM 2.
(a)
Name of Persons Filing:
Sequoia Capital X, a Delaware Limited Partnership
Sequoia Technology Partners X, a Delaware Limited Partnership
Sequoia Capital X Principals Fund, L.L.C.
SC X Management, LLC
Michael Moritz (“MM”)
Douglas Leone (“DL”)
Mark Stevens (“MS”)
Michael Goguen (“MG”)
Mark Kvamme (“MK”)
SC X LLC is the General Partner of SC X and STP X, and the Managing Member of SC X PF. MM, DL, MS, MG and MK are Managing Members of SC X LLC.
(b)
Address of Principal Business Office or, if none, Residence:
3000 Sand Hill Road, 4-180
Menlo Park, CA 94025
(c)
Citizenship:
MM, DL, MS, MG, MK: USA
SC X LLC, SC X, STP X, SC X PF: Delaware
(d)
Title of Class of Securities:
Common Stock
(e)
CUSIP Number:
64111N101
ITEM 3.
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
Not applicable
ITEM 4.
Ownership
See rows 5 through 11 of cover pages
ITEM 5.
Ownership of five percent or less of a class
CUSIP NO. 64111N101 | 13 G | Page 12 of 14 Pages |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ]
ITEM 6.
Ownership of more than five percent on behalf of another person
Not applicable
ITEM 7.
Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person
Not applicable
ITEM 8.
Identification and classification of members of the group
Not applicable
ITEM 9.
Notice of dissolution of group
Not applicable
ITEM 10.
Certification
Not applicable
CUSIP NO. 64111N101 | 13 G | Page 13 of 14 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2008
Sequoia Capital X, a Delaware Limited Partnership Sequoia Technology Partners X, a Delaware Limited Partnership |
By: SC X Management, LLC, their General Partner |
By: /s/ Michael Moritz Michael Moritz, Managing Member |
Sequoia Capital X Principals Fund L.L.C. |
By: SC X Management, LLC, Its Managing Member |
By: /s/ Michael Moritz Michael Moritz, Managing Member |
/s/ Douglas Leone Douglas Leone |
/s/ Michael Moritz Michael Moritz |
/s/ Michael Goguen Michael Goguen |
/s/ Mark Stevens Mark Stevens |
/s/ Mark Kvamme Mark Kvamme |
CUSIP NO. 64111N101 | 13 G | Page 14 of 14 Pages |
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to shares of Netezza Corporation to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them.
Date: February 8, 2008
Sequoia Capital X, a Delaware Limited Partnership Sequoia Technology Partners X, a Delaware Limited Partnership |
By: SC X Management, LLC, their General Partner |
By: /s/ Michael Moritz Michael Moritz, Managing Member |
Sequoia Capital X Principals Fund L.L.C. |
By: SC X Management, LLC, Its Managing Member |
By: /s/ Michael Moritz Michael Moritz, Managing Member |
/s/ Douglas Leone Douglas Leone |
/s/ Michael Moritz Michael Moritz |
/s/ Michael Goguen Michael Goguen |
/s/ Mark Stevens Mark Stevens |
/s/ Mark Kvamme Mark Kvamme |