SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL X

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4-180

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2007

3. Issuer Name and Ticker or Trading Symbol
NETEZZA CORP [ NZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	79,796⁽¹⁾⁽²⁾	D
Common Stock	7,114⁽¹⁾⁽³⁾	D
Common Stock	11,493⁽¹⁾⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	5,328,888⁽²⁾⁽⁵⁾	⁽⁵⁾	D
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	475,125⁽³⁾⁽⁵⁾	⁽⁵⁾	D
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	767,559⁽⁴⁾⁽⁵⁾	⁽⁵⁾	D
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	289,247⁽²⁾⁽⁵⁾	⁽⁵⁾	D
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	25,789⁽³⁾⁽⁵⁾	⁽⁵⁾	D
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	41,662⁽⁴⁾⁽⁵⁾	⁽⁵⁾	D

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL X

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4-180

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA TECHNOLOGY PARTNERS X LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4-180

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL X PRINCIPALS FUND LLC

(Last)

(First)

(Middle)

300 SAND HILL ROAD

BUILDING 4-180

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SC X MANAGEMENT LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4-180

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GOGUEN MICHAEL L

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4-180

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KVAMME MARK

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4-180

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LEONE DOUGLAS M

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4-180

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MORITZ MICHAEL J

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4-180

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

STEVENS MARK A

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4-180

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects a one-for-two reverse stock split, which became effective on June 25, 2007.

2. These securities are owned solely by Sequoia Capital X. SCX Management, LLC is the general partner of Sequoia Capital X. Michael L. Goguen, Mark Kvamme, Douglas M. Leone, Michael J. Moritz, and Mark Stevens are the Managing Members of SC X Management, LLC and exercise shared voting and investment power over the shares held by Sequoia Capital X. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

3. These securities are owned solely by Sequoia Capital X Principals Fund, L.L.C. SCX Management, LLC is the Managing Member of Sequoia Capital X Principals Fund, L.L.C. Michael L. Goguen, Mark Kvamme, Douglas M. Leone, Michael J. Moritz, and Mark Stevens are the Managing Members of SC X Management, LLC and exercise shared voting and investment power over the shares held by Sequoia Capital X Principals Fund. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

4. These securities are owned solely by Sequoia Technology Partners X. SCX Management, LLC is the general partner of Sequoia Technology Partners X. Michael L. Goguen, Mark Kvamme, Douglas M. Leone, Michael J. Moritz, and Mark Stevens are the Managing Members of SC X Management, LLC and exercise shared voting and investment power over the shares held by Sequoia Technology Partners X. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

5. Convertible into Common Stock on a one-for-two basis without payment of further consideration. Each share will automatically convert into 0.5 shares of Common Stock upon the closing of the Issuer?s initial public offering.

6. Not applicable.

Remarks:

	/s/ Michael Crowley Michael Crowley (as attorney-in-fact for Sequoia Capital X)	07/18/2007
	/s/ Michael Crowley; Michael Crowley (as attorney-in-fact for Sequoia Technology Partners X LP)	07/18/2007
	/s/ Michael Crowley; Michael Crowley (as attorney-in-fact for Sequoia Capital X Principals Fund LLC)	07/18/2007
	/s/ Michael Crowley; Michael Crowley (as attorney-in-fact for SCX Management LLC)	07/18/2007
	/s/ Michael Crowley; Michael Crowley (as attorney-in-fact for Michael L. Goguen)	07/18/2007
	/s/ Michael Crowley; Michael Crowley (as attorney-in-fact for Mark Kvamme)	07/18/2007
	/s/ Michael Crowley; Michael Crowley (as attorney-in-fact for Douglas M. Leone)	07/18/2007
	/s/ Michael Crowley; Michael Crowley (as attorney-in-fact for Michael J. Moritz)	07/18/2007
	/s/ Michael Crowley; Michael Crowley (as attorney-in-fact for Mark A. Stevens)	07/18/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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