- Written communication by the subject company relating to a third party tender offer (SC14D9C)

 

---

---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

 

SCHEDULE 14D-9

 

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

 

---

 

 

MediaMind Technologies Inc.

(Name of Subject Company)

 

---

 

 

MediaMind Technologies Inc.

(Name of Person(s) Filing Statement)

 

---

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

58449C100

(CUSIP Number of Class of Securities)

 

Vered Raviv-Schwarz

General Counsel and Corporate Secretary

135 West 18th Street, 5th Floor

New York, NY 10011

[phone]

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

 

With a copy to:

William Aaronson

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

[phone]

 

   x       Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

---

---

 

 

---

 

 

The information set forth under Items 1.01, 5.02 and 9.01 of the Current Report on Form 8-K filed by MediaMind Technologies Inc. on June 16, 2011 (including all exhibits attached thereto) is incorporated herein by reference.

 

 

---