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^*

BATTERY VENTURES VI LP

(Last)

(First)

(Middle)

BATTERY VENTURES

930 WINTER STREET, SUITE 2500

(Street)

WALTHAM

02451

(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	104,514⁽¹⁾⁽²⁾	D
Common Stock	4,355⁽¹⁾⁽³⁾	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 B Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	5,722,992⁽²⁾⁽⁴⁾	⁽⁴⁾	D
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	238,458⁽³⁾⁽⁴⁾	⁽⁴⁾	D
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	1,256,630⁽²⁾⁽⁴⁾	⁽⁴⁾	D
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	52,359⁽³⁾⁽⁴⁾	⁽⁴⁾	D
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	378,847⁽²⁾⁽⁴⁾	⁽⁴⁾	D
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	15,785⁽³⁾⁽⁴⁾	⁽⁴⁾	D

1. Name and Address of Reporting Person^*

BATTERY VENTURES VI LP

(Last)

(First)

(Middle)

BATTERY VENTURES

930 WINTER STREET, SUITE 2500

(Street)

WALTHAM

02451

(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^*

BATTERY PARTNERS VI LLC

(Last)

(First)

(Middle)

BATTERY VENTURES

930 WINTER STREET, SUITE 2500

(Street)

WALTHAM

02451

(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^*

BATTERY INVESTMENT PARTNERS VI LLC

(Last)

(First)

(Middle)

BATTERY VENTURES

930 WINTER STREET, SUITE 2500

(Street)

WALTHAM

02451

(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^*

TABORS R DAVID

(Last)

(First)

(Middle)

BATTERY VENTURES

930 WINTER STREET, SUITE 2500

(Street)

WALTHAM

02451

(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^*

CURME OLIVER D

(Last)

(First)

(Middle)

BATTERY VENTURES

930 WINTER STREET, SUITE 2500

(Street)

WALTHAM

02451

(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^*

FRISBIE RICHARD D

(Last)

(First)

(Middle)

BATTERY VENTURES

930 WINTER STREET, SUITE 2500

(Street)

WALTHAM

02451

(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^*

JONES MORGAN M

(Last)

(First)

(Middle)

BATTERY VENTURES

930 WINTER STREET, SUITE 2500

(Street)

WALTHAM

02451

(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^*

LAWLER KENNETH P

(Last)

(First)

(Middle)

BATTERY VENTURES

930 WINTER STREET, SUITE 2500

(Street)

WALTHAM

02451

(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^*

SHERMAN MARK H

(Last)

(First)

(Middle)

BATTERY VENTURES

930 WINTER STREET, SUITE 2500

(Street)

WALTHAM

02451

(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^*

TOBIN SCOTT R

(Last)

(First)

(Middle)

BATTERY VENTURES

930 WINTER STREET, SUITE 2500

(Street)

WALTHAM

02451

(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 Battery Ventures VI, L.P. Battery Partners VI, LLC is the general partner of Battery Ventures VI, L.P. Thomas J. Crotty, Oliver D. Curme, Richard D. Frisbie, Morgan M. Jones, Kenneth P. Lawler, Mark H. Sherman, R. David Tabors, and Scott R. Tobin are the managing members of Battery Partners VI, LLC, and hold voting and dispositive power for the shares held by Battery Ventures VI, L.P. 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 Battery Investment Partners VI, LLC. The managers of Battery Investment Partners VI, LLC are Thomas J. Crotty and Oliver D. Curme, who hold voting and dispositive power for the shares held by Battery Investment Partners VI, LLC. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

4. 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.

5. Not applicable.

Remarks:

	/s/ Christopher C Schiavo (acting as attorney in-fact on behalf of Battery Ventures VI LP)	07/18/2007
	/s/ Christopher C Schiavo (acting as attorney in-fact on behalf of Battery Partners VI, LLC)	07/18/2007
	/s/ Christopher C Schiavo (acting as attorney in-fact on behalf of Battery Investment Partners VI, LLC)	07/18/2007
	/s/ Christopher C Schiavo (acting as attorney in-fact on behalf of R. David Tabors)	07/18/2007
	/s/ Christopher C Schiavo (acting as attorney in-fact on behalf of Oliver D. Curme)	07/18/2007
	/s/ Christopher C Schiavo (acting as attorney in-fact on behalf of Richard D. Frisbie)	07/18/2007
	/s/ Christopher C Schiavo (acting as attorney in-fact on behalf of Morgan M. Jones)	07/18/2007
	/s/ Christopher C Schiavo (acting as attorney in-fact on behalf of Kenneth P. Lawler)	07/18/2007
	/s/ Christopher C Schiavo (acting as attorney in-fact on behalf of Mark H. Sherman)	07/18/2007
	/s/ Christopher C Schiavo (acting as attorney in-fact on behalf of Scott R. Tobin)	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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