0001104659-11-007231.txt : 20110214 0001104659-11-007231.hdr.sgml : 20110214 20110214122756 ACCESSION NUMBER: 0001104659-11-007231 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: INSIGHT HOLDINGS GROUP, L.L.C. GROUP MEMBERS: INSIGHT VENTURE ASSOCIATES IV, L.L.C. GROUP MEMBERS: INSIGHT VENTURE PARTNERS (CAYMAN) IV, L.P. GROUP MEMBERS: INSIGHT VENTURE PARTNERS IV (CO-INVESTORS), L.P. GROUP MEMBERS: INSIGHT VENTURE PARTNERS IV (FUND B), L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MediaMind Technologies Inc. CENTRAL INDEX KEY: 0001275791 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85971 FILM NUMBER: 11604086 BUSINESS ADDRESS: STREET 1: 135 WEST 18TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 646-202-1320 MAIL ADDRESS: STREET 1: 135 WEST 18TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: EYEBLASTER INC DATE OF NAME CHANGE: 20040109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT VENTURE PARTNERS IV LP CENTRAL INDEX KEY: 0001120968 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: INSIGHT CAPITAL PARTNERS IV LP DATE OF NAME CHANGE: 20010122 SC 13G 1 a11-5828_2sc13g.htm SC 13G

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Rule 13d-102)

Information to be Included in Statements Filed

Pursuant to Rule 13d-1(b)(c), and (d) and Amendments thereto

Filed Pursuant to Rule 13d-2(b)

(Amendment No. )*

MediaMind Technologies, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

58449C100

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Insight Venture Partners IV, L.P. 52-2269503

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 2,459,530 shares of common stock

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 2,459,530 shares of common stock

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,459,530 shares of common stock

	10.	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 13.3%

	12.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Insight Venture Partners (Cayman) IV, L.P. 90-0183706

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 328,819 shares of common stock

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 328,819 shares of common stock

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 328,819 shares of common stock

	10.	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 1.8%

	12.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Insight Venture Partners IV (Co-Investors), L.P. 52-2269509

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 303,109 shares of common stock

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 303,109 shares of common stock

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 303,109 shares of common stock

	10.	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 1.6%

	12.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Insight Venture Partners IV (Fund B), L.P. 52-2269507

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 19,542 shares of common stock

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 19,542 shares of common stock

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 19,542 shares of common stock

	10.	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.1%

	12.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Insight Venture Associates IV, L.L.C. 37-1417641

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0

			6.		Shared Voting Power 3,111,000 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 3,111,000 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,111,000 shares of common stock

	10.	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 16.8%

	12.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Insight Holdings Group, L.L.C. 35-2158588

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power

			6.		Shared Voting Power 3,131,000 shares of common stock

			7.		Sole Dispositive Power

			8.		Shared Dispositive Power 3,131,000 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,131,000 shares of common stock(1)

	10.	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 16.9%

	12.	Type of Reporting Person (See Instructions) OO

(1) The amount listed includes stock options to buy 20,000 shares of common stock of the Issuer (the “Options”), and reflects the beneficial ownership of such Options owned by Insight Venture Management, L.L.C. (“IVM”), all of which may be attributable to Insight Holdings Group, L.L.C. (“Holdings”) because Holdings is the managing member of IVM.

Item 1.
	(a)	Name of Issuer: MediaMind Technologies, Inc.
	(b)	Address of Issuer’s Principal Executive Offices: 135 West 18th Street, 5th Floor New York, NY 10011

Item 2.
	(a)	Name of Person Filing: Insight Venture Partners IV, L.P. Insight Venture Partners (Cayman) IV, L.P. Insight Venture Partners IV (Co-Investors), L.P. Insight Venture Partners IV (Fund B), L.P. Insight Venture Associates IV, L.L.C. Insight Holdings Group, L.L.C.
		Address of Principal Business Office or, if none, Residence: 680 Fifth Avenue, 8th Floor New York, NY 10019 See also supplemental information relating to principal business office is included in Exhibit 2(a) attached hereto.
	(b)	Citizenship:
		Insight Venture Partners IV, L.P.	: Delaware
		Insight Venture Partners (Cayman) IV, L.P.	: Cayman Islands
		Insight Venture Partners IV (Co-Investors), L.P.	: Delaware
		Insight Venture Partners IV (Fund B), L.P.	: Delaware
		Insight Venture Associates IV, L.L.C.	: Delaware
		Insight Holdings Group, L.L.C.	: Delaware
	(c)	Title of Class of Securities (of Issuer): Common Stock, par value $0.001 per share
	(d)	CUSIP/ISIN Number: 58449C100

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.

Item 4.	Ownership
	(a)	Amount beneficially owned:
		Insight Venture Partners IV, L.P.		: 2,459,530
		Insight Venture Partners (Cayman) IV, L.P.		: 328,819
		Insight Venture Partners IV (Co-Investors), L.P.		: 303,109
		Insight Venture Partners IV (Fund B), L.P.		: 19,542
		Insight Venture Associates IV, L.L.C.		: 3,111,000
		Insight Holdings Group, L.L.C.		: 3,131,000
	(b)	Percent of class:
		Insight Venture Partners IV, L.P.		: 13.3%
		Insight Venture Partners (Cayman) IV, L.P.		: 1.8%
		Insight Venture Partners IV (Co-Investors), L.P.		: 1.6%
		Insight Venture Partners IV (Fund B), L.P.		: 0.1%
		Insight Venture Associates IV, L.L.C.		: 16.8%
		Insight Holdings Group, L.L.C.		: 16.9%
		The percentages used herein are calculated based upon a total of 18,523,205 shares of Common Stock issued and outstanding as of November 15, 2010, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010.
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote:
			Insight Venture Partners IV, L.P.		: 2,459,530
			Insight Venture Partners (Cayman) IV, L.P.		: 328,819
			Insight Venture Partners IV (Co-Investors), L.P.		: 303,109
			Insight Venture Partners IV (Fund B), L.P.		: 19,542
			Insight Venture Associates IV, L.L.C.		: 0
			Insight Holdings Group, L.L.C.		: 0
		(ii)	Shared power to vote:
			Insight Venture Partners IV, L.P.		: 0
			Insight Venture Partners (Cayman) IV, L.P.		: 0
			Insight Venture Partners IV (Co-Investors), L.P.		: 0
			Insight Venture Partners IV (Fund B), L.P.		: 0
			Insight Venture Associates IV, L.L.C.		: 3,111,000
			Insight Holdings Group, L.L.C.		: 3,131,000
		(iii)	Sole power to dispose:
			Insight Venture Partners IV, L.P.		: 2,459,530
			Insight Venture Partners (Cayman) IV, L.P.		: 328,819
			Insight Venture Partners IV (Co-Investors), L.P.		: 303,109
			Insight Venture Partners IV (Fund B), L.P.		: 19,542
			Insight Venture Associates IV, L.L.C.		: 0
			Insight Holdings Group, L.L.C.		: 0
		(iv)	Shared power to dispose:
			Insight Venture Partners IV, L.P.		: 0
			Insight Venture Partners (Cayman) IV, L.P.		: 0
			Insight Venture Partners IV (Co-Investors), L.P.		: 0
			Insight Venture Partners IV (Fund B), L.P.		: 0
			Insight Venture Associates IV, L.L.C.		: 3,111,000
			Insight Holdings Group, L.L.C.		: 3,131,000

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.

Item 8.	Identification and Classification of Members of the Group
The identity and background of the members reporting in this Schedule 13G is included in Exhibit 2(a) attached hereto.

Item 9.	Notice of Dissolution of Group
Not applicable.

Item 10.	Certification
Not applicable

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2011

	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


	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


	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

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


INSIGHT VENTURE ASSOCIATES IV, L.L.C.

By:	INSIGHT HOLDINGS GROUP, L.L.C.
	Its Managing Member


	By:	/s/ Jeffrey Horing
		Name: Jeffrey Horing
		Title: Managing Member


INSIGHT HOLDINGS GROUP, L.L.C.


By:	/s/ Jeffrey Horing
	Name: Jeffrey Horing
	Title: Managing Member

EX-2.(A) 2 a11-5828_2ex2da.htm EX-2.(A)

EXHIBIT 2(a)

Item 2. Identity and Background.

This Statement is also being filed by Insight Venture Partners IV, L.P., a Delaware limited partnership (hereinafter referred to as “VP”), Insight Venture Partners IV (Co-Investors), L.P., a Delaware limited partnership (hereinafter referred to as “VP Co-Investors”), Insight Venture Partners (Cayman) IV, L.P., a Cayman Islands limited partnership (hereinafter referred to as “VP Cayman”), Insight Venture Partners IV (Fund B), L.P., a Delaware limited partnership (hereinafter referred to as “VP Fund B”, together with VP, VP Co-Investors and VP Cayman, the “Insight Funds”), Insight Venture Associates IV, L.L.C., a Delaware limited liability company (hereinafter referred to as “Associates”) and Insight Holdings Group, L.L.C., a Delaware limited liability company (hereinafter referred to as “Holdings”), each o f whose principal office is located at c/o Insight Capital Partners IV, L.P., 680 Fifth Avenue, 8th Floor, New York, New York 10019. Each of VP, VP Co-Investors, VP Cayman and VP Fund B is engaged in the venture capital business. Each of Associates and Holdings is engaged in the venture capital business indirectly through the Insight Funds.

Associates is the general partner of each of the Insight Funds, and as such may be deemed to be the beneficial owner of all shares held by the Insight Funds. Holdings is the managing member of Associates, and as such may be deemed to be the beneficial owner of all shares held by the Insight Funds.

EX-2.(B) 3 a11-5828_2ex2db.htm EX-2.(B)

EXHIBIT 2(b)

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is accurate.

Dated this 13th day of February, 2011.


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


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


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.

SCHEDULE 13G

Issuer: MediaMind Technologies, Inc.			CUSIP No.: 58449C100

			Its Managing Member

			By:	/s/ Jeffrey Horing
				Name: Jeffrey Horing
				Title: Managing Member


	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


	INSIGHT VENTURE ASSOCIATES IV, L.L.C.

	By:	INSIGHT HOLDINGS GROUP, L.L.C.
		Its Managing Member


		By:	/s/ Jeffrey Horing
			Name: Jeffrey Horing
			Title: Managing Member


	INSIGHT HOLDINGS GROUP, L.L.C.


	By:	/s/ Jeffrey Horing
		Name: Jeffrey Horing
		Title: Managing Member