SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FERRI PAUL J (Last) (First) (Middle) C/O MATRIX PARTNERS 1000 WINTER ST., SUITE 4500 (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NETEZZA CORP [ NZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/10/2010
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/10/2010		D		158,050	D	$27	0	D
Common Stock	11/10/2010		D		3,529	D	$27	0	I	By Matrix VI Parallel Partnership-A, L.P.(1)
Common Stock	11/10/2010		D		347,083	D	$27	0	I	By Matrix Partners VIII, L.P.(2)
Common Stock	11/10/2010		D		765	D	$27	0	I	By Weston & Co. VIII LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Nonstatutory Stock Option (right to buy)	$6.7	11/10/2010		D			50,000	(4)	02/14/2017	Common Stock	50,000	$20.3	0	D

Explanation of Responses:

1. Mr. Ferri is a Managing Member of Matrix VI Management Co., LLC., which serves as the general partner of Matrix VI Parallel Partnership-A, L.P. Mr. Ferri, by virtue of his management position in Matrix VI Management Co., L.L.C., has sole voting and dispositive power with respect to the shares held by Matrix VI Parallel Partnership-A, L.P. Mr. Ferri disclaims beneficial ownership of the securities held by Matrix VI Parallel Partnership-A, L.P. except to the extent of his pecuniary interest therein.

2. Mr. Ferri is a Managing Member of Matrix VIII US Management Co., L.L.C. which serves as the general partner of Matrix Partners VIII, L.P. Mr. Ferri by virtue of his management position in Matrix VIII US Management Co., L.L.C., has sole voting and dispositive power with respect to the shares held by Matrix Partners VIII, L.P. Mr. Ferri disclaims beneficial ownership of the securities held by Matrix Partners VIII, L.P. except to extent of his pecuniary interest therein.

3. Mr. Ferri is authorized by the sole member of Weston & Co. VIII LLC to take any action as directed by the underlying beneficial owners with respect to the shares held by this entity, and Mr. Ferri disclaims beneficial ownership of such shares. Mr. Ferri does not have sole or shared voting or investment control with respect to any of the shares held by Weston & Co. VIII LLC.

4. This option was granted on February 14, 2007 and, following acceleration of vesting in connection with a merger agreement between the Issuer and International Business Machines Corporation, was fully vested on November 10, 2010. Pursuant to the term of the merger agreement this option was cancelled in exchange for a cash payment of $1,015,000.00, representing the aggregate difference between the exercise price of the option and the merger consideration of $27.00 per share of common stock with respect to all remaining unexercised shares subject to the option.

Remarks:

	/s/ Corey C. DuFresne (as attorney-in-fact for Paul J. Ferri)	11/12/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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