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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Dintersmith Ted R

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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⁾	I	See Footnote⁽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⁾	⁽³⁾	Common Stock	3,849,999⁽⁴⁾	⁽³⁾	I	See Footnote⁽²⁾⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	3,094,004⁽⁶⁾	⁽⁵⁾	I	See Footnote⁽²⁾⁽⁶⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,524,735⁽⁸⁾	⁽⁷⁾	I	See Footnote⁽²⁾⁽⁸⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	459,675⁽¹⁰⁾	⁽⁹⁾	I	See Footnote⁽²⁾⁽¹⁰⁾
Stock Option (right to buy)	⁽¹¹⁾	02/01/2011	Common Stock	50,000	$1.67	D⁽¹²⁾

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"). Mr. Dintersmith disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Dintersmith has beneficial ownership of these securities for purposes of Section 16.

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. Mr. Dintersmith is a Managing Member of CR XI GP LLC and a General Partner of CR XI GP LP.

3. The Series A Preferred Stock is convertible on a one-for-one basis upon the completion of the Initial Public Offering and has no expiration.

4. 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. Mr. Dintersmith disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Dintersmith has beneficial ownership of these securities for purposes of Section 16.

5. The Series B Preferred Stock is convertible on a one-for-one basis upon the completion of the Initial Public Offering and has no expiration.

6. 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. Mr. Dintersmith disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Dintersmith has beneficial ownership of these securities for purposes of Section 16.

7. The Series C Preferred Stock is convertible on a one-for-one basis upon the completion of the Initial Public Offering and has no expiration.

8. 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. Mr. Dintersmith disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Dintersmith has beneficial ownership of these securities for purposes of Section 16.

9. The Series D Preferred Stock is convertible on a one-for-one basis upon the completion of the Initial Public Offering and has no expiration.

10. 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. Mr. Dintersmith disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Dintersmith has beneficial ownership of these securities for purposes of Section 16.

11. This option vests according to the following schedule: 1/4 of the Option vests of February 1, 2008, and 6.25% of the Option vests quarterly thereafter.

12. Pursuant to the Limited Partnership Agreement of CRP XI, Mr. Dintersmith is obligated to donate the option (or underlying shares or proceeds) to charity. Mr. Dintersmith disclaims beneficial ownership of these shares. This report shall not be deemed an admission that Mr. Dintersmith has beneficial ownership of these securities for purposes of Section 16.

Remarks:

	/s/ Ted R. Dintersmith	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.