FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

    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

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

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)

(Street)

Wayne,, PA 19087

(City)     (State)     (Zip)

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)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

01/22/03

S

117

D

$0.56

140,221

D

Held by: Technology Leaders L.P.

Common Stock

01/22/03

S

133

D

$0.56

160,101

D

Held by: Technology Leaders Offshore C.V.

Common Stock

01/22/03

S

139

D

$0.56

167,370

D

Held by: Technology Leaders II L.P.

Common Stock

01/22/03

S

111

D

$0.56

132,951

D

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 Derivative Security

3. Trans-
action Date

(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

V

(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: 01/22/03 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 01/23 /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: 01/22/03 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 01/23/03 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: 01/22/03 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 01/23/03 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: 01/22/03 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 01/23/03 Janet L. Stott, Controller

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See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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