FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Marshall Christopher P 		2. Issuer Name and Ticker or Trading Symbol

XATA CORP /MN/ [ XATA ] 		5. 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
(Last)          (First)          (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/4/2009
(Street)

PALO ALTO, CA 94301
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Series G Preferred Stock   (1) $3.00   12/4/2009     A      5996276         (2)   (3) Common Stock   5996276     (4) 5996276   (5) (6) I   TCV VII, L.P.   (7) (8)
Series G Preferred Stock   (1) $3.00   12/4/2009     A      3114008         (2)   (3) Common Stock   3114008     (4) 3114008   (5) (6) I   TCV VII (A), L.P.   (8) (9)
Series G Preferred Stock   (1) $3.00   12/4/2009     A      56382         (2)   (3) Common Stock   56382     (4) 56382   (5) (6) I   TCV Member Fund, L.P.   (8) (10)
Common Stock Warrants   (1) $3.00   12/4/2009     A      1798883         (2)   (11) Common Stock   1798883     (4) 1798883   (5) (6) I   TCV VII, L.P.   (7) (8)
Common Stock Warrants   (1) $3.00   12/4/2009     A      934202         (2)   (11) Common Stock   934202     (4) 934202   (5) (6) I   TCV VII (A), L.P.   (8) (9)
Common Stock Warrants   (1) $3.00   12/4/2009     A      16915         (2)   (11) Common Stock   16915     (4) 16915   (5) (6) I   TCV Member Fund, L.P.   (8) (10)

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)  The Notes were acquired from the issuer for an amount equal to their principal amount. Each $3.00 of principal amount of the Notes is mandatorily convertible without further consideration (in accordance with and subject to the terms of the Notes) into one share of Series G Preferred Stock and 0.3 Common Stock Warrants.
( 5)  Does not include (i) certain shares of Preferred Stock of the issuer immediately convertible into shares of Common Stock or certain warrants immediately exercisable for shares of Common Stock (collectively, the "Trident Securities") or (ii) certain shares of restricted Common Stock or options exercisable for shares of Common Stock (together, the "Trident Awards"), in each case beneficially owned by Trident Capital Management-V, L.L.C. ("TCMV") and/or Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P. and/or Trident Capital Parallel Fund-V, C.V. (collectively, the "Trident Funds"). The Trident Awards were granted to Christopher P. Marshall in his capacity as a director nominated to the Board of Directors of the issuer by TCMV, and the Trident Awards are held directly by Mr. Marshall solely for the benefit of TCMV pursuant to the terms of TCMV's operating agreement.
( 6)  Mr. Marshall disclaims beneficial ownership of the Trident Awards and of any shares of Common Stock that may be received upon the exercise thereof. In addition, Mr. Marshall is a former member of TCMV and, as such, has a continuing indirect interest in the Trident Securities held by certain Trident Funds. Mr. Marshall disclaims beneficial ownership of the Trident Securities and of any shares of Common Stock that may be received upon the conversion or exercise of any Trident Securities, except to the extent of his pecuniary interest therein
( 7)  These securities are directly held by TCV VII, L.P. Mr. Marshall, Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., William J.G. Griffith IV and Robert W. Trudeau (collectively, the "TCM VII Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("TCM VII") and limited partners of Technology Crossover Management VII, L.P. ("Management VII"). TCM VII is the general partner of Management VII, which is the general partner of TCV VII, L.P. The TCM VII Directors, TCM VII and Management VII may be deemed to beneficially own the securities held by TCV VII, L.P., but the TCM VII Directors, TCM VII and Management VII 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.
( 8)  Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., William J.G. Griffith IV and Robert W. Trudeau have reported this transaction separately on a Form 3 dated December 8, 2009.
( 9)  These securities are directly held by TCV VII (A), L.P. The TCM VII Directors are Class A Directors of TCM VII and limited partners of Management VII. TCM VII is the general partner of Management VII, which is the general partner of TCV VII (A), L.P. The TCM VII Directors, TCM VII and Management VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but the TCM Directors, TCM VII and Management VII disclaim beneficial ownership of such securities and any shares of Common Stock that may be received upon the conversion or exercise of such securitites except to the extent of their pecuniary interest therein.
( 10)  These securities are directly held by TCV Member Fund, L.P. The TCM VII Directors are Class A Directors of TCM VII, which is a general partner of TCV Member Fund, L.P., and limited partners of TCV Member Fund, L.P. The TCM VII Directors and TCM VII may be deemed to beneficially own the securities held by TCV Member Fund, L.P., 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.
( 11)  The warrants will expire on the seventh anniversary of the date of Conversion.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Marshall Christopher 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 Christopher P. Marshall 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 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).
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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