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^*

ZANDER EDWARD J

(Last)

(First)

(Middle)

C/O NETEZZA CORPORATION

200 CROSSING BOULEVARD

(Street)

FRAMINGHAM

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	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 Stock	36,000⁽¹⁾	I	By the Edward & Mona Zander Living Trust u/a dtd 04/19/93⁽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 Convertible Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	100,000⁽³⁾	⁽³⁾	D
Nonstatutory Stock Option (right to buy)	⁽⁵⁾	08/10/2014	Common Stock	80,000⁽¹⁾	$0.78⁽¹⁾	D
Nonstatutory Stock Option (right to buy)	⁽⁶⁾	02/14/2014	Common Stock	50,000⁽¹⁾	$6.7⁽¹⁾	D

Explanation of Responses:

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

2. Shares held in trust; Edward and Mona Zander are joint trustees.

3. 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.

4. Not applicable.

5. Immediately.

6. Vests as to 12,500 shares on 02/01/2008 and an additional 3,125 shares on 05/01/2008 and at the end of each successive three-month period until 02/01/2011.

Remarks:

	/s/ Michael Crowley Michael Crowley (attorney-in-fact for Edward J. Zander)	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.
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