- Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

TCV Member Fund, L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY) 12/4/2009

3. Issuer Name and Ticker or Trading Symbol

XATA CORP /MN/ [XATA]

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director ___ X ___ 10% Owner
_____ Officer (give title below) ___ X ___ Other (specify below)
/ May be part of a 13(d) group

(Street)

PALO ALTO, CA 94301

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

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)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series G Preferred Stock ⁽¹⁾	⁽²⁾	⁽³⁾	Common Stock	56382	$3.00	I	TCV Member Fund, L.P. ⁽⁴⁾ ⁽⁵⁾
Common Stock Warrants ⁽¹⁾	⁽²⁾	⁽⁶⁾	Common Stock	16915	$3.00	I	TCV Member Fund, L.P. ⁽⁴⁾ ⁽⁵⁾

Explanation of Responses:
( 1)	Represents securities that are issuable upon the conversion (the "Conversion") of certain Senior Mandatorily Convertible Promissory Notes (the "Notes") purchased from the issuer on December 4, 2009. The Notes are mandatorily convertible into such securities in accordance with and subject to the terms of the Notes, including, among other conditions, the issuer's receipt of necessary approvals from its shareholders. TCV VII, L.P. and TCV VII (A), L.P. have entered into a Support Agreement with the holders of a majority of the outstanding voting securities of the issuer whereby, among other things, such holders have agreed to vote in favor of the approval of the Conversion.
( 2)	Upon and subject to the Conversion, the securities will be immediately exercisable.
( 3)	Not applicable.
( 4)	This Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 3 filed by TCV VII, L.P., TCV VII (A), L.P., Technology Crossover Management VII, Ltd. ("TCM VII") and Technology Crossover Management VII, L.P. and Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., William J.G. Griffith IV and Robert W. Trudeau (and, together with Christopher P. Marshall, the "TCM VII Directors") on December 8, 2009.
( 5)	These securities are directly held by TCV Member Fund, L.P. ("TCV MF"). The TCM VII Directors are Class A Directors of TCM VII, which is a general partner of TCV MF, and limited partners of TCV MF. The TCM VII Directors and TCM VII may be deemed to beneficially own the securities held by TCV MF, but the TCM VII Directors and TCM VII each disclaim beneficial ownership of such securities and any shares of Common Stock that may be received upon the conversion or exercise of such securities except to the extent of their pecuniary interest therein. Christopher P. Marshall has reported this transaction separately on a Form 4 dated December 8, 2009.
( 6)	The warrants will expire on the seventh anniversary of the date of Conversion.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TCV Member Fund, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301	X	X		May be part of a 13(d) group

Signatures
Frederic D. Fenton Authorized signatory for TCV Member Fund, L.P.		12/8/2009
^** 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 control number.