FORM 4 [ ] Check this box if no longersubject to Section 16. Form 4 or Form5 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, 2005Estimated average burdenhours per response. . . . . 0.5

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 Filer
www.section16.net

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 10/01/2002 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. 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

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

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)

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)

Code

Amount

(A) or (D)

Price

Code

Amount

A/D

Price

Common Stock

01/10/03

1,051

$0.8233

142,626

Held by: Technology Leaders L.P.

Common Stock

~~10/~~01/~~2002~~10/03

261,~~746~~199

~~(FN1)~~$0.8233

1162,~~029,928~~846

~~(FN3)~~Held by: Technology Leaders Offshore C.V.

Common Stock

~~10/~~01/~~2002~~10/03

1,~~003,182~~254

~~(FN1)~~$0.8233

1170,~~029,928~~239

~~(FN3)~~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.

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-shipForm ofDeriv-ativeSecurities:Direct (D)orIndirect (I)(Instr.4)

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

Code

Title

Amount or Number of Shares

Series C-1 Preferred Stock

(FN2)

09/30/2002

21,250

Presently

None

Common Stock

425,000 (FN2)

(FN1)

75,000

(FN3)

Warrant to Purchase Series C-2 Preferred Stock

$40.00 per share

09/30/2002

(FN1)

Presently

03/30/2011

Common Stock

212,500 (FN2)

(FN1)

(FN3)

Series A Preferred Stock

(FN2)

10/01/2002

50,000

Presently

None

Common Stock

268,100 (FN2)

(FN1)

50,000

(FN3)

Series B Preferred Stock

(FN2)

10/01/2002

132,500

Presently

None

Common Stock

490,257 (FN2)

(FN1)

265,000

(FN3)

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

~~(FN1)On~~FORM ~~September~~4 ~~30, 2002, SCP Private Equity Partners II, L.P.~~ (~~"SCP"~~continued) ~~purchased~~Table ~~21,250~~II ~~shares of the Series C~~-1 ~~Preferred~~Derivative ~~Stock~~Securities ~~of the Issuer (the "Series C-1 Preferred") at a purchase price of $40.00 per share~~Acquired, ~~and~~Disposed ~~in connection with such purchase, received a warrant from the Issuer, for no additional consideration, to purchase 10,625 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~~, ~~subject~~or toBeneficially ~~adjustment~~Owned ~~upon the occurrence of certain events. On October 1, 2002, SCP purchased 26,746 shares of Common Stock of the Issuer~~ (~~the "Common Stock") for an aggregate purchase price of $4,612~~e. On October 1, 2002, SCP also purchased the following securities for an aggregate purchase price of $300,000 (a) 322,405 shares of Common Stock and 50,000 shares of Series A Preferred Stock of the Issuer (the "Series A Preferred") from Safeguard Delaware, Incg., ~~(b) 680~~puts,~~777~~ ~~shares of Common Stock from Safeguard Scientifics (Delaware)~~calls, ~~Inc., (c) 132,500 shares of Series B Preferred Stock of the Issuer (the "Series B Preferred") from Safeguard 2000 Capital, L.P.; and (d)~~ warrants ~~to purchase 5~~,~~300,000~~ ~~shares of Series A-2 Preferred Stock of eMake Corporation.(FN2) Subject to increase for dividends and dilutive issuances~~options, ~~(a) each share of Series A Preferred is~~ convertible into approximately 4.30 shares of Common Stock; (b) each share of Series B Preferred is convertible into approximately 3.28 shares of Common Stock; and (c) each share of Series C-1 Preferred and Series C-2 Preferred is convertible into 20 shares of the Common Stock. The 50,000 shares of Series A Preferred acquired by SCP have accrued dividends as of August 31, 2002 that entitle SCP to receive an aggregate of 268,100 shares of Common Stock for such shares upon conversion of the Series A Preferred owned by SCP. The 132,500 shares of Series B Preferred acquired by SCP have accrued dividends as of August 31, 2002 that entitle SCP to receive an aggregate of 490,257 shares of Common Stock for such shares upon conversion of the Series B Preferred.(FN3)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 securties held by SCP.JOINT FILER INFORMATIONName: SCP Private Equity II, LLCAdress: 435 Devon Park Drive, Building 300 Wayne, Pennsylvania 19087Designated Filer: SCP Private Equity Partners II, L.P.Issuer & Ticker Symbol: USDATA Corporation (USDC)Statement for Month/Day/Year: October 1, 2002Signature: By: /s/ Winston J. Churchill --------------------------- Name: Winston J. Churchill Title: a manager

By: /s/ Winston J. Churchill October 1, 2002 ** Signature of Reporting Person Date SEC 1474 (8-02) 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.

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)

Code

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Explanation of Responses:

(1) Technology Leaders L.P., Technology Leaders Offshore C.V., Technology Leaders II L.P. and Technology Leaders II Offshore C.V. are members of a group for purposes of Section 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., which is the general partner of Technology Leaders L.P. ("TL") and Technology Leaders Offshore C.V. ("TLO"). 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") and Technology Leaders II Offshore C.V. ("TLO II"). TL and TLO are venture capital funds which are required by their governing documents to make all investment, voting and 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 (i) Name: Technology Leaders L.P. Address: c/o TL Ventures Designated Filer: TL Ventures Inc. Issuer & Ticker Symbol: USDATA Corporation (USDC) 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 (ii) Name: Technology Leaders Offshore C.V. Address: c/o TL Ventures Designated Filer: TL Ventures Inc. Issuer & Ticker Symbol: USDATA Corporation (USDC) Date of Event Requiring Statement: 01/10/03 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 Corporation (USDC) Date of Event Requiring Statement: 01/10/03 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 (iv) 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: 01/10/03 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, Controller

By: /s/ Janet L. Stott
Janet L. Stott, Controller of TL Ventures Inc.
**Signature of Reporting Person

01/13/03
Date

**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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