SEC FORM 4

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Scannell Patrick J Jr

(Last)

(First)

(Middle)

C/O NETEZZA CORPORATION

26 FOREST STREET

(Street)

MARLBOROUGH

01752

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO & Sr. Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/29/2008		S⁽¹⁾		2,000	D	$13.15	182,041	D
Common Stock	05/29/2008		S⁽¹⁾		2,600	D	$13.06	179,441	D
Common Stock	05/29/2008		S⁽¹⁾		1,100	D	$13.055	178,341	D
Common Stock	05/29/2008		S⁽¹⁾		44,651	D	$13.05	133,690	D
Common Stock	05/29/2008		S⁽¹⁾		1,150	D	$13.045	132,540	D
Common Stock	05/29/2008		S⁽¹⁾		400	D	$13.0401	132,140	D
Common Stock	05/29/2008		S⁽¹⁾		3,799	D	$13.04	128,341	D
Common Stock	05/29/2008		S⁽¹⁾		1,400	D	$13.0301	126,941	D
Common Stock	05/29/2008		S⁽¹⁾		3,500	D	$13.03	123,441	D
Common Stock	05/29/2008		S⁽¹⁾		5,400	D	$13.02	118,041	D
Common Stock	05/29/2008		S⁽¹⁾		250	D	$13.01	117,791	D
Common Stock	05/29/2008		S⁽¹⁾		33,750	D	$13	84,041	D
Common Stock	05/30/2008		M		37,750	A	$0.2	121,791	D
Common Stock	05/30/2008		G⁽²⁾	V	37,750	D	$0.00	84,041	D
Common Stock	05/30/2008		G⁽²⁾	V	37,750	A	$0.00	37,750	I	By The Scannell Family Investment Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$0.2	05/30/2008		M			37,750	⁽³⁾	11/13/2013	Common Stock	37,750	$0.00	0	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 27, 2007.

2. Represents a gift by the reporting person to The Scannell Family Investment Trust, of which the reporting person is a trustee and one of the indirect beneficiaries. The reporting person disclaims beneficial interest in the securities held by the Scannell Family Investment Trust except to the extent of his pecuniary interest therein.

3. Represents exercise of all remaining option shares outstanding under a fully vested option to purchase an aggregate of 156,000 shares granted by the Issuer pursuant to its 2000 Stock Incentive Plan on November 13, 2003.

Remarks:

	/s/ Michael Crowley (as attorney-in-fact for Patrick J. Scannell, Jr.)	06/02/2008
	** 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 4 (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).
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