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)

2/8/2012
(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)

___ Form filed by One Reporting Person
_ X _ 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
Common Stock   2/8/2012     A    5000   (1) A $ 0   20100   (2) (3) (4) I   Christopher P. Marshall   (5)
Common Stock                  7500   (6) I   TCV VII Management, L.L.C.   (7)

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
Non-Qualified Stock Option (Right to Buy)   $1.33   2/8/2012     A      10000   (8)      2/8/2012   (9) 2/8/2022   Common Stock   10000   $ 0   10000   I   Christopher P. Marshall   (5) (10)

Explanation of Responses:
( 1)  Represents a stock award pursuant to the issuer's 2007 Long-Term Incentive and Stock Option Plan.
( 2)  Excludes 2,500 shares that were previously granted to Christopher P. Marshall but were transferred from Mr. Marshall to TCV VII Management, L.L.C. ("TCV VII Management") on April 30, 2010 and are now reported as held directly by TCV VII Management. Also excludes 5,000 shares that were previously granted to Mr. Marshall but were transferred from Mr. Marshall to TCV VII Management on September 2, 2011 and are now reported as held directly by TCV VII Management.
( 3)  Excludes 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 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. ("Trident") 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").
( 4)  The Trident Awards were granted to Mr. Marshall in his capacity as a director previously nominated to the Board of Directors of the issuer by Trident and the Trident Awards are directly held by Mr. Marshall, solely for the benefit of Trident, pursuant to the terms of Trident's operating agreement. 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 Trident 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.
( 5)  These shares are held directly by Mr. Marshall. Mr. Marshall has sole voting and dispositive power over the shares; however, TCV VII Management owns 100% of the pecuniary interest therein. Mr. Marshall, Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and Robert W. Trudeau (collectively the "TCV VII Management Members") are members of TCV VII Management but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
( 6)  Includes 2,500 shares previously held directly by Mr. Marshall but transferred from Mr. Marshall to TCV VII Management on April 30, 2010 and and 5,000 shares previously held directly by Mr. Marshall but transferred from Mr. Marshall to TCV VII Management on September 2, 2011.
( 7)  These shares are held directly by TCV VII Management. The TCV VII Management Members are members of TCV VII Management but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
( 8)  Stock option exercisable for ten years commencing at date of grant at a price equal to the fair market value of the Common Stock on the date of grant.
( 9)  This option is 100% vested.
( 10)  This option is held directly by Mr. Marshall. Mr. Marshall has sole voting and dispositive power over the option and the shares to be received upon exercise of the option; however, TCV VII Management owns 100% of the pecuniary interest therein. The TCV VII Management Members are members of TCV VII Management but disclaim beneficial ownership of such option and the shares to be received upon exercise of such option except to the extent of their pecuniary interest therein.

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
HOAG JAY C
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
X
May be part of a 13(d) group
KIMBALL RICK
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
X
May be part of a 13(d) group
DREW JOHN
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
X
May be part of a 13(d) group
REYNOLDS JON Q JR
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
X
May be part of a 13(d) group
Trudeau Robert
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
X
May be part of a 13(d) group

Signatures
Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall 2/10/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for Jay C. Hoag 2/10/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for Richard H. Kimball 2/10/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for John L. Drew 2/10/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr. 2/10/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau 2/10/2012
** 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.
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.
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