SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO FULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2

Netezza Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

64111N 10 1

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o		Rule 13d-1(b)
	o		Rule 13d-1(c)
	þ		Rule 13d-1(d)

*     The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		64111N 10 1

CUSIP No.		64111N 10 1

CUSIP No.		64111N 10 1

CUSIP No.		64111N 10 1

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Item 1(a)		Name of Issuer:
		Netezza Corporation
Item 1(b)		Address of Issuer’s Principal Executive Offices:
		200 Crossing Boulevard
		Framingham, MA 01702
Item 2(a)		Name of Person Filing:
		The reporting persons are:
		Matrix Partners VI, L.P. (“Matrix VI”)
		Matrix VI Parallel Partnership-A, L.P. (“Parallel A”)
		Matrix VI Parallel Partnership-B, L.P. (“Parallel B”)
		Matrix VI Management Co., L.L.C. (“Matrix VI MC”)
		Paul J. Ferri (“Ferri”)
Item 2(b)		Address of Principal Business Office or, if None, Residence:
		The address of each of the reporting persons is:
		c/o Matrix Partners
		100 Winter Street, Suite 4500
		Waltham, MA 02451
Item 2(c)		Citizenship:

		Matrix VI		Delaware limited partnership
		Parallel A		Delaware limited partnership
		Parallel B		Delaware limited partnership
		Matrix VI MC		Delaware limited liability company
		Ferri		United States citizen

Item 2(d)		Title of Class of Securities:
		This Schedule 13G report relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Netezza Corporation.
Item 2(e)		CUSIP Number:
		64111N 10 1
Item 3		Description of Person Filing:
		Not applicable.
Item 4		Ownership:
		(a)      Amount Beneficially Owned:

CUSIP No.		64111N 10 1

		As of December 31, 2009: (i) Matrix VI was the record holder of 4,279,345 shares of Common Stock (the “Matrix VI Shares”); (ii) Parallel A was the record holder of 1,427,647 shares of Common Stock (the “Parallel A Shares”); (iii) Parallel B was the record holder of 478,280 shares of Common Stock (the “Parallel B Shares”); (iv) Matrix VI MC was the record holder of 0 shares of Common Stock (“Matrix VI MC Shares”); (v) Matrix VIII was the record holder of 347,083 shares of Common Stock (“Matrix VIII shares”); (vi) Matrix VIII US MC was the record holder of 0 shares of Common Stock (“Matrix VIII US MC Shares”); and (vii) Ferri was the record holder of 36,447 shares of Common Stock (the “Ferri Shares”), 4,618 shares of Restricted Common Stock (the “Ferri Restricted Shares”) and the holder of options to purchase 37,500 shares of Common Stock (the “Ferri Options”) exercisable on or within 60 days of the Date of Event for this Schedule 13G filing.
		Matrix VI MC, as the general partner of each of Matrix VI, Parallel A and Parallel B, has sole voting and dispositive power of the Matrix VI Shares, Parallel A Shares and Parallel B Shares; and Matrix VIII US MC, as general partner of Matrix VIII, has sole voting and dispositive power of the Matrix VIII shares. Ferri, as a managing member of Matrix VI MC, has sole voting and dispositive power of the Matrix VI Shares, the Parallel A Shares and the Parallel B Shares; and as a managing member of Matrix VIII US MC, has sole voting and dispositive power of the Matrix VIII shares. Ferri has sole power to vote and/or dispose of the Ferri Shares and the Ferri Options.

(b)

Percent of Class:

Matrix VI:			7.04	%
Parallel A:			2.35	%
Parallel B:			0.79	%
Matrix VI MC:			10.17	%
Ferri:			10.87	%

(c)

Number of Shares as to which the Person has:

		NUMBER OF SHARES
Reporting Person		(i)				(ii)				(iii)				(iv)
Matrix VI			4,279,345				0				4,279,345				0
Parallel A			1,427,647				0				1,427,647				0
Parallel B			478,280				0				478,280				0
Matrix VI MC			6,185,272				0				6,185,272				0
Ferri			6,610,920				0				6,610,920				0

Item 5		Ownership of Five Percent or Less of a Class:
		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 [ ].

CUSIP No.		64111N 10 1

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:
		Each of the Reporting Persons expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(J).
Item 9		Notice of Dissolution of Group:
		Not applicable.
Item 10		Certification:
		Not applicable.
		This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

SIGNATURE

     After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

DATED: February 9, 2010.

		Matrix Partners VI, L.P.
		By:		Matrix VI Management Co., L.L.C., Its General Partner
				By:		/s/ Timothy A. Barrows
						Timothy A. Barrows, Authorized Member
		Matrix VI Parallel Partnership-A, L.P.
		By:		Matrix VI Management Co., L.L.C., Its General Partner
				By:		/s/ Timothy A. Barrows
						Timothy A. Barrows, Authorized Member
		Matrix VI Parallel Partnership-B, L.P.
		By:		Matrix VI Management Co., L.L.C. , Its General Partner
				By:		/s/ Timothy A. Barrows
						Timothy A. Barrows, Authorized Member
		Matrix VI Management Co., L.L.C.
				By:		/s/ Timothy A. Barrows
						Timothy A. Barrows, Authorized Member
		/s/ Paul J. Ferri
		Paul J. Ferri

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Exhibit I

JOINT FILING AGREEMENT

     Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Netezza Corporation.

     This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

     EXECUTED as of this 9^th day of February, 2010.

		Matrix Partners VI, L.P.
		By:		Matrix VI Management Co., L.L.C., Its General Partner
				By:		/s/ Timothy A. Barrows
						Timothy A. Barrows, Authorized Member
		Matrix VI Parallel Partnership-A, L.P.
		By:		Matrix VI Management Co., L.L.C., Its General Partner
				By:		/s/ Timothy A. Barrows
						Timothy A. Barrows, Authorized Member
		Matrix VI Parallel Partnership-B, L.P.
		By:		Matrix VI Management Co., L.L.C., Its General Partner
				By:		/s/ Timothy A. Barrows
						Timothy A. Barrows, Authorized Member
		Matrix VI Management Co., L.L.C.
				By:		/s/ Timothy A. Barrows
						Timothy A. Barrows, Authorized Member
		/s/ Paul J. Ferri
/s/ Paul J. Ferri
		Paul J. Ferri