X0202 3/A 2007-07-18 2007-07-18 0 0001132484 NETEZZA CORP NZ 0001126481 CHARLES RIVER PARTNERSHIP XI LP C/O CHARLES RIVER XI GP, LP 1000 WINTER STREET, SUITE 3300 WALTHAM MA 02451 0 0 1 0 0001393393 Charles River Friends XI-A, LP C/O CHARLES RIVER XI GP, LLC 1000 WINTER STREET, SUITE 3300 WALTHAM MA 02451 0 0 1 0 0001393394 Charles River Friends XI-B, LP C/O CHARLES RIVER XI GP, LLC 1000 WINTER STREET, SUITE 3300 WALTHAM MA 02451 0 0 1 0 0001393395 Charles River XI GP, LP 1000 WINTER STREET, SUITE 3300 WALTHAM MA 02451 0 0 1 0 0001393396 Charles River XI GP, LLC 1000 WINTER STREET, SUITE 3300 WALTHAM MA 02451 0 0 1 0 Common Stock 126812 D Series A Preferred Stock Common Stock 3849999 D Series B Preferred Stock Common Stock 3094004 D Series C Preferred Stock Common Stock 1524735 D Series D Preferred Stock Common Stock 459675 D 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"). Charles River XI GP, LLC ("CR XI GP LLC") is the General Partner of Charles River XI GP, LP ("CR XI GP LP"). CR XI GP LLC is also the General Partner of CRF XI-A and CRF XI-B. CR XI GP LP is the General Partner of CRP XI. CRP XI, CRF XI-A and CRF XI-B (collectively, the "Partnerships") form a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Each of Izhar Armony, Christopher Baldwin, Richard M. Burnes, Jr., Ted R. Dintersmith, Bruce I. Sachs, William P. Tai, and Michael J. Zak is a managing member of CR XI GP, LLC. Accordingly, each of CR XI GP LP, CR XI GP LLC and Messrs. Armony, Baldwin, Burnes, Dintersmith, Sachs, Tai, and Zak (collectively, the "Management Persons") may be deemed to beneficially own the securities owned by the Partnerships. Each of the Management Persons disclaims beneficial ownership of the securities reported herein held by the Partnerships, except to the extent of such person's pecuniary interest in each applicable Partnership, if any. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Upon the Closing of the Issuer's initial public offering, the Series A Preferred Stock converted into Common Stock on a one-for-one basis for no additional consideration. These shares do not have an expiration date. 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. Upon the Closing of the Issuer's initial public offering, the Series B Preferred Stock converted into Common Stock on a one-for-one basis for no additional consideration. 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. Upon the Closing of the Issuer's initial public offering, the Series C Preferred Stock converted into Common Stock on a one-for-one basis for no additional consideration. 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. Upon the Closing of the Issuer's initial public offering, the Series D Preferred Stock converted into Common Stock on a one-for-one basis for no additional consideration. 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. Each of the individual Management Persons is also a reporting person. Because the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the individual Management Persons have filed separately from this Form 3, as amended. Such other Form 3, as amended, and this amended Form 3 (collectively, the "Amended Form 3") relate to the same securities and transactions. Thus, in total, there are eleven (11) joint filers: Charles River Partnership XI, LP, Charles River Friends XI-A, LP, Charles River Friends XI-B, LP, Charles River XI GP, LP, Charles River XI GP, LLC, Izhar Armony, Christopher Baldwin, Richard M. Burns, Jr., Bruce I. Sachs, William P. Tai, and Michael J. Zak. Ted R. Dintersmith files separately with respect to Netezza Corporation. The Amended Form 3 amends the Form 3 filed July 18, 2007 (the "Initial Form 3"), which did not include the individual Management Persons as reporting persons. A Form 4 was filed on July 26, 2007 relating to the securities reported on the Initial Form 3, which also did not include the individual Management Persons as reporting persons. /s/ Sarah Reed, Attorney-in-Fact for Charles River XI GP, LLC, general partner of Charles River XI GP, LP, general partner of Charles River Partnership XI, LP 2008-02-13 /s/ Sarah Reed, Attorney-in-Fact for Charles River XI GP, LLC, general partner of Charles River Friends XI-A, LP 2008-02-13 /s/ Sarah Reed, Attorney-in-Fact for Charles River XI GP, LLC, general partner of Charles River Friends XI-B, LP 2008-02-13 /s/ Sarah Reed, Attorney-in-Fact for Charles River XI GP, LLC, general partner of Charles River XI GP, LP 2008-02-13 /s/ Sarah Reed, Attorney-in-Fact for Charles River XI GP, LLC 2008-02-13