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* Saxena Jitendra S (Last) (First) (Middle) C/O NETEZZA CORPORATION 200 CROSSING BOULEVARD (Street) FRAMINGHAM MA 01702 (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 X 10% Owner X Officer (give title below) Other (specify below) CEO	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 Stock	1,588,571(1)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(2)	(3)	Common Stock	200,000(2)	(2)	D
Employee Stock Option (right to buy)	(4)	11/01/2013	Common Stock	376,000(1)	$0.2(1)	D
Employee Stock Option (right to buy)	(5)	01/14/2015	Common Stock	250,000(1)	$1(1)	D
Employee Stock Option (right to buy)	(6)	02/20/2016	Common Stock	400,000(1)	$2.5(1)	D
Employee Stock Option (right to buy)	(7)	02/14/2017	Common Stock	300,000(1)	$6.7(1)	D

Explanation of Responses:

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

2. 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.

3. Not applicable.

4. Currently vested as to 291,500 shares, with further vesting as to an additional 42,250 shares on 08/01/2007 and 42,250 shares on 11/01/2007.

5. Currently vested as to 140,625 shares, with further vesting as to an additional 15,625 shares on 07/14/2007 and at the end of each successive three-month period until 01/14/2009.

6. Currently vested as to 100,000 shares, with further vesting as to an additional 20,000 shares on 08/01/2007 and at the end of each successive three-month period until 02/01/2011.

7. Vests as to 60,000 shares on 02/01/2008 and an additional 15,000 shares on 05/01/2008 and at the end of each successive three-month period until 02/01/2012.

Remarks:

	/s/ Jitendra S. Saxena	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.