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* PAREKH DEVEN (Last) (First) (Middle) INSIGHT CAPITAL PARTNERS 680 FIFTH AVE 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) X Director 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) X Form filed by One Reporting Person 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	2,891,000	I(1)	See note (1)(1)

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)	(2)	06/15/2014	Common Stock	20,000	$1.35	I(3)	See note (3)(3)

Explanation of Responses:

1. 1. Consists of 2,285,600 shares held by Insight Venture Partners IV, L.P., 305,566 shares held by Insight Venture Partners (Cayman) IV, L.P., 281,674 shares held by Insight Venture Partners IV (Co-Investors), L.P. and 18,160 shares held by Insight Venture Partners IV (Fund B), L.P. (collectively, "Insight Ventures"). Insight Holdings Group, L.L.C. ("Insight Holdings") is the managing member of Insight Venture Associates IV, L.L.C. ("Insight Associates IV"), which in turn is the general partner of each of the partnerships of Insight Ventures. Jeffrey L. Horing, Deven Parekh and Peter Sobiloff are the members of the board of managers of Insight Holdings. Because Messrs. Horing, Parekh and Sobiloff are the members of the board of managers of Insight Holdings, Insight Holdings is the managing member of Insight Associates IV and Insight Associates IV is the general partner of each of the Insight Ventures, they have voting and dispositive power over these shares. The foregoing is not an adm

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

3. 3. Consists of 20,000 options held by Insight Venture Management, L.L.C. ("IVM"). Insight Holdings is the managing member of IVM. Jeffrey L. Horing, Deven Parekh and Peter Sobiloff are the members of the board of managers of Insight Holdings. Because Messrs. Horing, Parekh and Sobiloff are the members of the board of managers of Insight Holdings and Insight Holdings is the managing member of IVM, they have dispositive power over these options. The foregoing is not an admission by Insight Holdings that it is the beneficial owner of the options held by IVM. Each of Messrs. Horing, Parekh and Sobiloff disclaims beneficial ownership of the options except to the extent of his pecuniary interests in these entities.

Remarks:

	/s/ Deven Parekh	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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