SEC Form 4

FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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	OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo & Dye's Instant Form 4 Filerwww.section16.net

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

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

OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005
Estimated average burden
hours per response. . . . . 0.5

1. Name and Address of Reporting Person* TL Ventures Inc.	2. Issuer Name and Ticker or Trading Symbol USDATA Corporation (USDC)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
(Last) (First) (Middle) c/o TL Ventures 435 Devon Park Drive, Building 700	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year January 10, 2003
(Street) Wayne,, PA 19087		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X(1) Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Name and Address of Reporting Person^*

SCP Private Equity Partners II, L.P.

(Last) (First) (Middle)

435 Devon Park Drive

Building 300

(Street)

Wayne, PA 19087

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

USData Corporation
(USDC)

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Day/Year

01/15/2003

5. If Amendment,
Date of Original
(Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director X 10% Owner

Officer (give title below) Other (specify below)

Description

7. Individual or Joint/Group
Filing (Check Applicable Line)

Form filed by One Reporting Person

X Form filed by More than One Reporting Person

1. Title of Security (Instr. 3)

2. Trans- action Date (Month/ Day/ Year)

2A. Deemed Execution Date, if any (Month/Day/ Year)

3. Trans- action Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)

5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)

6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Code

Amount

(A) or (D)

Price

1. Title of Security (Instr. 3)

2.TransactionDate(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. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Common Stock

01/10/03

1,051

$0.8233

142,626

Held by: Technology Leaders L.P.

Code

Amount

A/D

Price

Common Stock

01/1015/032003

1619,~~199~~186

~~$0.8233~~(FN1)

~~162~~7,~~846~~337,904

D(FN4)

~~Held by: Technology Leaders Offshore C.V.~~(FN4)

Common Stock

01/10/03

1,254

$0.8233

170,239

Held by: Technology Leaders II L.P.

Common Stock

01/10/03

996

$0.8233

135,232

Held by: Technology Leaders II Offshore C.V.

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). 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

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
Expiration Date(ED)
(Month/Day/Year)

7. Title and Amount of
Underlying Securities
(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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

Title

Amount or Number of Shares

Series C-1 Preferred Stock

(FN2)

01/15/2003

37,500

01/15/2003

Common Stock

750,000 (FN2)

(FN1)

112,500

(FN4)

Warrant to Purchase Series C-2 Preferred Stock

$40.00 per share

01/15/2003

(FN1)

01/15/2003

01/14/2013

Common Stock

375,000 (FN2)

(FN1)

(FN3)

(FN4)

Explanation of Responses:

~~FORM~~(FN1) 4On January 15, 2003, SCP Private Equity Partners II, L.P. (~~continued~~"SCP") ~~Table~~acquired IIfor an aggregate purchase price of $1,500,000 (1) 37,500 shares of the Series C-1 ~~Derivative~~Preferred ~~Securities~~Stock ~~Acquired~~of the Issuer (the "Series C-1 Preferred"); (2) a warrant from the Issuer to purchase 18,750 ~~Disposed~~shares of the Series C-2 Preferred Stock of the Issuer (the "Series C-2 Preferred") at an initial exercise price of $40.00 per share, orsubject ~~Beneficially~~to ~~Owned~~adjustment upon the occurrence of certain events; and (e3) 619,186 shares of Common Stock of the Issuer (the "Common Stock").g (FN2) Subject to increase for dividends and dilutive issuances, each share of Series C-1 Preferred and Series C-2 Preferred is convertible into 20 shares of the Common Stock. (FN3) SCP is also currently the holder of (1) a warrant from the Issuer dated March 30, ~~puts~~2001 to purchase up to 75,000 ~~calls~~shares of the Series C-2 Preferred at an initial exercise price of $40.00 per share, ~~warrants~~subject to adjustment upon the occurrence of certain events; and (2) a warrant from the Issuer dated September 30, ~~options~~2002 to purchase up to 10,625 ~~convertible~~shares of the Series C-2 Preferred at an initial exercise price of $40.00 per share, subject to adjustment upon the occurrence of certain events. (FN4) For purposes of Section 16 reporting, SCP is deemed to be a direct beneficial owner of the derivative securities of the Issuer disclosed herein. SCP Private Equity II, LLC (the "Manager") is deemed to be an indirect beneficial owner of the derivative securities of the Issuer disclosed herein because of a contractual agreement with SCP which grants the Manager the power to make voting and investment decisions regarding the securities held by SCP.

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 & 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

By:

Date:

Code

(A)

(D)

Date Exer-cisable

Expira- tion Date

Title

Amount or Number of Shares

/s/ Winston J. Churchill

January 15, 2003

Name: Winston J. Churchill Title: A manager of SCP Private Equity II, LLC, the manager of SCP Private Equity II General Partner, L.P. the General Partner of the Reporting Person

** Signature of Reporting Person

SEC 1474 (9-02)

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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Additional Information Reported For This Form

~~Explanation~~Name ~~of Responses: (1) Technology Leaders L.P., Technology Leaders Offshore C.V., Technology Leaders II L.P.~~ and ~~Technology~~Address ~~Leaders II Offshore C.V. are members~~ of aReporting ~~group~~Person* ~~for~~SCP ~~purposes~~Private ofEquity ~~Section~~Partners ~~13(d) and 13(g) of the Securities Exchange Act of 1934. TL Ventures Inc. is the general partner of Technology Leaders Management L.P.~~II, ~~which is the general partner of Technology Leaders~~ L.P. (~~"TL"~~Last) ~~and Technology Leaders Offshore C.V.~~ (~~"TLO"~~First). ~~TL Ventures Inc. is the general partner of Technology Leaders II Management L.P., which is the general partner of Technology Leaders II L.P.~~ (~~"TL II"~~Middle) ~~and~~435 ~~Technology~~Devon ~~Leaders~~Park IIDrive ~~Offshore~~Building ~~C.V.~~300 (~~"TLO II"~~Street). ~~TL and TLO are venture capital funds which are required by their governing documents to make all investment~~Wayne, ~~voting~~PA ~~and~~19087 disposition actions in tandem. TL II and TLO II are venture capital funds which are required by their governing documents to make all investment, voting and disposition actions in tandem. TL Ventures Inc. is the designated filer of this group. Joint Filer Information (iCity) ~~Name: Technology Leaders L.P. Address: c/o TL Ventures Designated Filer: TL Ventures Inc. Issuer & Ticker Symbol: USDATA Corporation~~ (~~USDC~~State) Date of Event Requiring Statement: 01/10/03 Signature: On behalf of Technology Leaders L.P., by its general partner Technology Leaders Management L.P., by its general partner TL Ventures Inc. /s/ Janet L. Stott 01/13/03 Janet L. Stott, Controller (iiZip) ~~Name: Technology Leaders Offshore C.V. Address: c/o TL Ventures Designated Filer: TL Ventures Inc.~~ Issuer &Nameand Ticker ~~Symbol:~~or ~~USDATA~~Trading Corporation (USDC) Date of Event Requiring Statement: 01/10/03 Signature: On behalf of Technology Leaders Offshore C.V., by its general partner Technology Leaders Management L.P., by its general partner TL Ventures Inc. /s/ Janet L. Stott 01/13/03 Janet L. Stott, Controller (iii) Name: Technology Leaders II L.P. Address: c/o TL Ventures Designated Filer: TL Ventures Inc. Issuer & Ticker Symbol: ~~USDATA~~USData Corporation (USDC) ~~Date of Event Requiring~~ Statement: 01for(Month/10Day/03 Signature: On behalf of Technology Leaders II L.P., by its general partner Technology Leaders II Management L.P., by its general partner TL Ventures Inc. /s/ Janet L. Stott 01/13/03 Janet L. Stott, Controller (ivYear) ~~Name: Technology Leaders II Offshore C.V. Address: c/o TL Ventures Designated Filer: TL Ventures Inc. Issuer & Ticker Symbol: USDATA Corporation (USDC) Date of Event Requiring Statement:~~ 01/1015/03 Signature: On behalf of Technology Leaders II Offshore C.V., by its general partner Technology Leaders II Management L.P., by its general partner TL Ventures Inc. /s/ Janet L. Stott 01/13/03 Janet L. Stott, Controller2003

ByJoint Filer InformationName: ~~/s/~~SCP ~~Janet~~Private L.Equity ~~Stott~~II, ~~Janet~~LLC L.Address: ~~Stott~~435 Devon Park Drive, ~~Controller~~Building of300 TLWayne, ~~Ventures~~Pennsylvania ~~Inc~~19087 Designated Filer: SCP Private Equity Partners II, L.P. **SignatureIssuer of& ~~Reporting~~Ticker ~~Person~~Symbol: 01USDATA Corporation (USDC) Statement for Month/13Day/03Year: ~~Date~~January 15, 2003 Signature: By: /s/ Winston J. Churchill Name: Winston J. Churchill Title: A manager

**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 Number.

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