FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

BARKAT ELI 		2. Issuer Name and Ticker or Trading Symbol

MediaMind Technologies Inc. [ MDMD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MEDIAMIND TECHNOLOGIES INC., 135 WEST 18TH STREET, 5TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/14/2011
(Street)

NEW YORK, NY 10011
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   4/14/2011     J    255862   (1) D $0   3953520   (2) I   Sycamore Technologies Ventures, L.P.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  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.
( 2)  Mr. Barkat, being a member of the board of directors of Sycamore Technologies Venture Ltd., may be deemed to beneficially own, and share the power to vote and dispose of, the 3,829,382 shares of Common Stock beneficially owned by Sycamore Technologies Ventures, L.P. Mr. Barkat disclaims beneficial ownership of the 3,829,382 shares of Common Stock beneficially owned by Sycamore Technologies Ventures, L.P. BRM Group Ltd. is the record owner of 380,000 shares of Common Stock. By reason of Eli Barkat's control over BRM Group Ltd., Eli Barkat may be deemed to beneficially own, and share the power to vote and dispose of, the 380,000 shares of Common Stock beneficially owned by BRM Group Ltd.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BARKAT ELI
C/O MEDIAMIND TECHNOLOGIES INC.
135 WEST 18TH STREET, 5TH FLOOR
NEW YORK, NY 10011 		X



Signatures
/s/ Eli Barkat 4/17/2011
** 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 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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