SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Trifon Gal

(Last)

(First)

(Middle)

C/O MEDIAMIND TECHNOLOGIES INC.

135 WEST 18TH STREET, 5TH FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2010

3. Issuer Name and Ticker or Trading Symbol
MediaMind Technologies Inc. [ MDMD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & President

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	298,712	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	10/23/2001	10/23/2011	Common Stock	82,778	$0.001	D
Options	01/31/2002⁽¹⁾	01/01/2012	Common Stock	90,000	$0.005	D
Options	06/30/2004⁽²⁾	06/15/2014	Common Stock	100,000	$1.35	D
Options	12/31/2005⁽³⁾	12/29/2015	Common Stock	200,000	$2.13	D
Options	10/31/2006⁽⁴⁾	10/15/2016	Common Stock	30,000	$2.55	D
Options	06/30/2007⁽⁵⁾	10/09/2017	Common Stock	400,000	$5.65	D
Options	03/11/2009⁽⁶⁾	02/11/2019	Common Stock	80,000	$5.11	D

Explanation of Responses:

1. These options vest in 24 equal monthly installments beginning on January 31, 2002.

2. These options vest in 48 equal monthly installments beginning on June 30, 2004.

3. These options vest in 48 equal monthly installments beginning on December 31, 2005.

4. These options vest in 48 equal monthly installments beginning on October 31, 2006.

5. These options vest in 48 equal monthly installments beginning on June 30, 2007.

6. These options vest in 48 equal monthly installments beginning on March 11, 2009.

Remarks:

	/s/ Gal Trifon	08/10/2010
	** 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 5 (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 Number.