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^*

CHARLES RIVER PARTNERSHIP XI LP

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3300

(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	126,812⁽¹⁾	D⁽¹⁾⁽²⁾

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 A Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	3,849,999	⁽³⁾	D⁽²⁾⁽⁵⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁴⁾	Common Stock	3,094,004	⁽⁶⁾	D⁽²⁾⁽⁷⁾
Series C Preferred Stock	⁽⁸⁾	⁽⁴⁾	Common Stock	1,524,735	⁽⁸⁾	D⁽²⁾⁽⁹⁾
Series D Preferred Stock	⁽¹⁰⁾	⁽⁴⁾	Common Stock	459,675	⁽¹⁰⁾	D⁽²⁾⁽¹¹⁾

1. Name and Address of Reporting Person^*

CHARLES RIVER PARTNERSHIP XI LP

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3300

(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^*

Charles River Friends XI-A, LP

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3300

(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^*

Charles River Friends XI-B, LP

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3300

(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^*

Charles River XI GP, LP

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3300

(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^*

Charles River XI GP, LLC

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3300

(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. Includes 123,050 shares held by Charles River Partnership XI, LP ("CRP XI"), 3,108 shares held by Charles River Friends XI-A, LP ("CRF XI-A") and 654 shares held by Charles River Friends XI-B, LP ("CRF XI-B").

2. Charles River XI GP, LLC ("CR XI GP LLC") is the General Partner of Charles River XI GP, LP ("CR XI GP LP"), CRF XI-A and CRF XI-B. CR XI GP LP is the General Partner of CRP XI. CR XI GP LLC, CR XI GP LP, CRP XI, CRF XI-A and CRF XI-B are members of a "group" for purposes of Section 13(d) of the Exchange Act.

3. The Series A Preferred Stock converted into Common Stock on a one-for-one basis for no additional consideration.

4. Not applicable.

5. Includes 3,735,790 shares held by CRP XI, 94,361 shares held by CRF XI-A, and 19,848 shares held by CRF XI-B.

6. The Series B Preferred Stock converted into Common Stock on a one-for-one basis for no additional consideration.

7. Includes 3,002,222 shares held by CRP XI, 75,831 shares held by CRF XI-A, and 15,951 shares held by CRF XI-B.

8. The Series C Preferred Stock converted into Common Stock on a one-for-one basis for no additional consideration.

9. Includes 1,479,504 shares held by CRP XI, 37,370 shares held by CRF XI-A, and 7,861 shares held by CRF XI-B.

10. The Series D Preferred Stock converted into Common Stock on a one-for-one basis for no additional consideration.

11. Includes 446,039 shares held by CRP XI, 11,266 shares held by CRF XI-A, and 2,370 shares held by CRF XI-B.

Remarks:

	/s/ Ted R. Dintersmith Ted R. Dintersmith, authorized manager of Charles River XI GP, LLC, which is the General Partner of Charles River XI, GP, LP Which is the General Partner of Charles River Partnership XI, LP	07/18/2007
	CHARLES RIVER FRIENDS XI-A, LP; By: Charles River XI GP, LLC; Its: General Partner; By: /s/ Ted R. Dintersmith; Authorized Manager	07/18/2007
	CHARLES RIVER FRIENDS XI-B, LP; By: Charles River XI GP, LLC; Its: General Partner; By: /s/ Ted R. Dintersmith; Authorized Manager	07/18/2007
	By: /s/ Ted. R. Dintersmith; General Partner	07/18/2007
	By: /s/ Ted R. Dintersmith; Managing Member	07/28/2007
	** 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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