- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * INSIGHT VENTURE PARTNERS IV LP	2. Issuer Name and Ticker or Trading Symbol MediaMind Technologies Inc. [ MDMD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 680 FIFTH AVENUE - 8TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 8/16/2010
(Street) NEW YORK, NY 10019 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 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	8/16/2010		P		173930	A	$11.50	2459530	D   (1)
Common Stock	8/16/2010		P		23253	A	$11.50	328819	D   (2)
Common Stock	8/16/2010		P		21435	A	$11.50	303109	D   (3)
Common Stock	8/16/2010		P		1382	A	$11.50	19542	D   (4)
Common Stock	8/16/2010		P		220000	A	$11.50	3111000	I   (5) (6)	See notes   (5) (6)

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)	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)	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)	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)	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)	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)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
INSIGHT VENTURE PARTNERS IV LP 680 FIFTH AVENUE - 8TH FLOOR NEW YORK, NY 10019		X
Insight Venture Associates IV, LLC 680 FIFTH AVENUE - 8TH FLOOR NEW YORK, NY 10019		X
Insight Venture Partners IV (Fund B), L.P. 680 FIFTH AVENUE - 8TH FLOOR NEW YORK, NY 10019		X
Insight Holdings Group, LLC 680 FIFTH AVENUE - 8TH FLOOR NEW YORK, NY 10019		X
Insight Venture Partners IV (Co-Investors), L.P. 680 FIFTH AVENUE - 8TH FLOOR NEW YORK, NY 10019		X
Insight Venture Partners IV (Cayman), L.P. 680 FIFTH AVENUE - 8TH FLOOR NEW YORK, NY 10019		X

Signatures
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		8/18/2010
** Signature of Reporting Person		Date
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		8/18/2010
** Signature of Reporting Person		Date
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		8/18/2010
** Signature of Reporting Person		Date
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		8/18/2010
** Signature of Reporting Person		Date
INSIGHT VENTURE ASSOCIATES IV, L.L.C. By: INSIGHT HOLDINGS GROUP, L.L.C. By: /s/ Jeffrey Horing Name: Jeffrey Horing Title: Managing Member		8/18/2010
** Signature of Reporting Person		Date
INSIGHT HOLDINGS GROUP, L.L.C. By: /s/ Jeffrey Horing Name: Jeffrey Horing Title: Managing Member		8/18/2010
** 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 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.