- Statement of Changes in Beneficial Ownership (4)
August 18 2010 - 7:58PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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February 28, 2011
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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
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1. Name and Address of Reporting Person
*
INSIGHT VENTURE PARTNERS IV LP
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2. Issuer Name
and
Ticker or Trading Symbol
MediaMind Technologies Inc.
[
MDMD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
680 FIFTH AVENUE - 8TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/16/2010
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/16/2010
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P
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173930
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A
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$11.50
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2459530
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D
(1)
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Common Stock
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8/16/2010
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P
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23253
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A
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$11.50
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328819
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D
(2)
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Common Stock
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8/16/2010
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P
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21435
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A
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$11.50
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303109
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D
(3)
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Common Stock
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8/16/2010
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P
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1382
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A
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$11.50
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19542
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D
(4)
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Common Stock
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8/16/2010
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P
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220000
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A
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$11.50
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3111000
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I
(5)
(6)
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See notes
(5)
(6)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The amount listed reflects the beneficial ownership of the Issuer's securities owned by Insight Venture Partners IV, L.P. ("IVP IV"), all of which may be deemed attributable to Insight Venture Associates IV, L.L.C. (the "Insight GP"), because the Insight GP is the sole general partner of IVP IV.
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(
2)
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The amount listed reflects the beneficial ownership of the Issuer's securities owned by Insight Venture Partners (Cayman) IV, L.P. ("IVP IV Cayman"), all of which may be deemed attributable to the Insight GP because the Insight GP is the sole general partner of IVP IV Cayman.
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(
3)
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The amount listed reflects the beneficial ownership of the Issuer's securities owned by Insight Venture Partners IV (Co-Investors), L.P. ("IVP IV CO"), all of which may be deemed attributable to the Insight GP because the Insight GP is the sole general partner of IVP IV CO.
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(
4)
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The amount listed reflects the beneficial ownership of the Issuer's securities owned by Insight Venture Partners IV (Fund B), L.P. ("IVP Fund B" together with IVP IV, IVP IV CO and IVP IV Cayman, the "Insight Funds"), all of which may be deemed attributable to the Insight GP because the Insight GP is the sole general partner of IVP Fund B.
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(
5)
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The amount listed reflects the beneficial ownership of the Issuer's securities owned in the aggregate by the Insight Funds, all of which may be deemed attributable to the Insight GP because the Insight GP is the sole general partner of each of the Insight Funds.
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(
6)
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The amount listed reflects the beneficial ownership of the Issuer's securities owned by the Insight Funds and the Insight GP, all of which may be attributable to Insight Holdings Group, L.L.C. ("Holdings") because Holdings is the managing member of the Insight GP.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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INSIGHT VENTURE PARTNERS IV LP
680 FIFTH AVENUE - 8TH FLOOR
NEW YORK, NY 10019
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X
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Insight Venture Associates IV, LLC
680 FIFTH AVENUE - 8TH FLOOR
NEW YORK, NY 10019
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X
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Insight Venture Partners IV (Fund B), L.P.
680 FIFTH AVENUE - 8TH FLOOR
NEW YORK, NY 10019
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X
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Insight Holdings Group, LLC
680 FIFTH AVENUE - 8TH FLOOR
NEW YORK, NY 10019
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X
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Insight Venture Partners IV (Co-Investors), L.P.
680 FIFTH AVENUE - 8TH FLOOR
NEW YORK, NY 10019
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X
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Insight Venture Partners IV (Cayman), L.P.
680 FIFTH AVENUE - 8TH FLOOR
NEW YORK, NY 10019
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X
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Signatures
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INSIGHT VENTURE PARTNERS IV, L.P. By: INSIGHT VENTURE ASSOCIATES IV, L.L.C. Its General Partner By: INSIGHT HOLDINGS GROUP, L.L.C. Its Managing Member By: /s/ Jeffrey Horing Name: Jeffrey Horing Title: Managing Member
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8/18/2010
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**
Signature of Reporting Person
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Date
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INSIGHT VENTURE PARTNERS IV (CO-INVESTORS), L.P. By: INSIGHT VENTURE ASSOCIATES IV, L.L.C. Its General Partner By: INSIGHT HOLDINGS GROUP, L.L.C. Its Managing Member By: /s/ Jeffrey Horing Name: Jeffrey Horing Title: Managing Member
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8/18/2010
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**
Signature of Reporting Person
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Date
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INSIGHT VENTURE PARTNERS IV (FUND B), L.P. By: INSIGHT VENTURE ASSOCIATES IV, L.L.C. Its General Partner By: INSIGHT HOLDINGS GROUP, L.L.C. Its Managing Member By: /s/ Jeffrey Horing Name: Jeffrey Horing Title: Managing Member
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8/18/2010
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**
Signature of Reporting Person
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Date
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INSIGHT VENTURE PARTNERS (CAYMAN) IV, L.P. By: INSIGHT VENTURE ASSOCIATES IV, L.L.C. Its General Partner By: INSIGHT HOLDINGS GROUP, L.L.C. Its Managing Member By: /s/ Jeffrey Horing Name: Jeffrey Horing Title: Managing Member
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8/18/2010
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**
Signature of Reporting Person
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Date
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INSIGHT VENTURE ASSOCIATES IV, L.L.C. By: INSIGHT HOLDINGS GROUP, L.L.C. By: /s/ Jeffrey Horing Name: Jeffrey Horing Title: Managing Member
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8/18/2010
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**
Signature of Reporting Person
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Date
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INSIGHT HOLDINGS GROUP, L.L.C. By: /s/ Jeffrey Horing Name: Jeffrey Horing Title: Managing Member
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8/18/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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