- Statement of Changes in Beneficial Ownership (4)
April 13 2011 - 12:25PM
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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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
*
Sycamore Technologies Ventures L.P.
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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)
C/O BRM GROUP LTD., BEIT BAREKET HGOLAN ST
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/28/2011
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(Street)
AIRPORT CITY P.O. BOX 215, L3 70100
(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)
_
X
_ Form filed by One Reporting Person
___ 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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3/28/2011
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J
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529516
(1)
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D
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$0
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3829382
(2)
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D
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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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Sycamore Technologies Ventures L.P. distributed 529,516 shares of common stock of the issuer to its limited partner, 87215 Canada Ltd., for no consideration, in accordance with the terms of the limited partnership agreement of Sycamore Technologies Ventures L.P.
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(
2)
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Mr. Eli Barkat and Mr. Guy Gamzu are members of the board of directors of Sycamore Technologies Venture Ltd., the general partner of Sycamore Technologies Ventures, L.P. Because Messrs. Barkat and Gamzu are members of the board of directors of Sycamore Technologies Venture Ltd., they have voting and dispositive power over these shares. Each of Messrs. Barkat and Gamzu disclaims beneficial ownership of the shares except to the extent of his pecuniary interests in Sycamore Technologies Ventures, L.P.
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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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Sycamore Technologies Ventures L.P.
C/O BRM GROUP LTD.
BEIT BAREKET HGOLAN ST
AIRPORT CITY P.O. BOX 215, L3 70100
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X
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Signatures
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/s/ Sycamore Technologies Ventures Ltd., general partner of Sycamore Technologies Ventures, L.P.
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4/13/2011
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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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