SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* INSIGHT VENTURE PARTNERS IV LP (Last) (First) (Middle) 680 FIFTH AVENUE - 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/10/2010	3. Issuer Name and Ticker or Trading Symbol MediaMind Technologies Inc. [ MDMD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,285,600	D(1)
Common Stock	305,566	D(2)
Common Stock	281,674	D(3)
Common Stock	18,160	D(4)
Common Stock	2,891,000	I(5)(6)	See notes (5) and (6)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	(7)	06/15/2014	Common Stock	20,000	$1.35	D(8)

1. Name and Address of Reporting Person* INSIGHT VENTURE PARTNERS IV LP (Last) (First) (Middle) 680 FIFTH AVENUE - 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Partners IV (Co-Investors), L.P. (Last) (First) (Middle) 680 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Partners IV (Fund B), L.P. (Last) (First) (Middle) 680 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Partners IV (Cayman), L.P. (Last) (First) (Middle) 680 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Associates IV, LLC (Last) (First) (Middle) 680 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Management, LLC (Last) (First) (Middle) 680 FITH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Holdings Group, LLC (Last) (First) (Middle) 680 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 1. 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.

2. 2. 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.

3. 3. 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.

4. 4. 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.

5. 5. 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.

6. 6. 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.

7. 7. Each of the options are fully vested and are exercisable at any time prior to the expiration date.

8. 8. The amount listed reflects the beneficial ownership of the Issuer's securities owned by Insight Venture Management, L.L.C. ("IVM"), all of which may be attributable to Holdings because Holdings is the managing member of IVM.

Remarks:

	/s/ Jeffrey Horing	08/10/2010
	** 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 5 (b)(v).
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