SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FirstMark Capital, L.L.C. (Last) (First) (Middle) 1221 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10020 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MTM Technologies, Inc. [ MTMC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 1
	3. Date of Earliest Transaction (Month/Day/Year) 11/21/2008
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Series A-1 Preferred Stock	$29.304	11/21/2008		J		110,516 ( 2 ) ( 3 )		11/21/2008	( 3 )	Common Stock	8,107 ( 2 ) ( 3 )	$0 ( 3 )	276,917 ( 2 ) ( 3 )	I ( 2 )	Investment Advisor ( 1 )
Series A-2 Preferred Stock	$36.228	11/21/2008		J		67,887 ( 2 ) ( 4 )		11/21/2008	( 4 )	Common Stock	5,152 ( 2 ) ( 4 )	$0 ( 4 )	175,997 ( 2 ) ( 4 )	I ( 2 )	Investment Advisor ( 1 )
Series A-3 Preferred Stock	$41.997	11/21/2008		J		65,277 ( 2 ) ( 5 )		11/21/2008	( 5 )	Common Stock	5,051 ( 2 ) ( 5 )	$0 ( 5 )	172,523 ( 2 ) ( 5 )	I ( 2 )	Investment Advisor ( 1 )
Series A-4 Preferred Stock	$41.997	11/21/2008		J		173,138 ( 2 ) ( 6 )		11/21/2008	( 6 )	Common Stock	13,398 ( 2 ) ( 6 )	$0 ( 6 )	457,594 ( 2 ) ( 6 )	I ( 2 )	Investment Advisor ( 1 )
Series A-5 Preferred Stock	$41.997	11/21/2008		J		88,776 ( 2 ) ( 7 )		11/21/2008	( 7 )	Common Stock	6,869 ( 2 ) ( 7 )	$0 ( 7 )	234,631 ( 2 ) ( 7 )	I ( 2 )	Investment Advisor ( 1 )
Series A-6 Preferred Stock	$21.599	11/21/2008		J		65,175 ( 2 ) ( 8 )		11/21/2008	( 8 )	Common Stock	4,480 ( 2 ) ( 8 )	$0 ( 8 )	153,037 ( 2 ) ( 8 )	I ( 2 )	Investment Advisor ( 1 )
Series A-7 Preferred Stock	$17.655	11/21/2008		J		120,054 ( 2 ) ( 9 )		11/21/2008	( 9 )	Common Stock	8,152 ( 2 ) ( 9 )	$0 ( 9 )	278,452 ( 2 ) ( 9 )	I ( 2 )	Investment Advisor ( 1 )
Series A-8 Preferred Stock	$17.655	11/21/2008		J		23,544 ( 2 ) ( 10 )		11/21/2008	( 10 )	Common Stock	6,277 ( 2 ) ( 10 )	$0 ( 10 )	214,429 ( 2 ) ( 10 )	I ( 2 )	Investment Advisor ( 1 )

Explanation of Responses:

1. FirstMark Capital, L.L.C., a Delaware limited liability company ("FirstMark") is an investment adviser acting on behalf of its clients' accounts. FirstMark disclaims any obligation to file this report, and this report shall not be deemed an admission that FirstMark is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the Issuer of such securities.

2. FirstMark disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that FirstMark is, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such securities.

3. The record holders of the Series A-1 Preferred Stock beneficially owned by FirstMark were entitled to aggregate dividends of $237,609.00 in respect of the Series A-1 Preferred Stock (which Series A-1 Preferred Stock was previously reported by FirstMark). During the period commencing on May 21, 2006 and terminating on November 21, 2008 dividends on the Series A-1 Preferred Stock are payable semi-annually at the option of the Issuer in cash, property or shares of Series A-1 Preferred Stock, valued at the Series A-1 Preferred Stock purchase price of $2.15 per share. The Issuer elected on November 21, 2008 to declare dividends payable to the holders of the Series A-1 Preferred Stock in the form of additional shares of Series A-1 Preferred Stock, resulting in an aggregate dividend to FirstMark of 110,516 shares of Series A-1 Preferred Stock.

4. The record holders of the Series A-2 Preferred Stock beneficially owned by FirstMark were entitled to aggregate dividends of $186,689.25 in respect of the Series A-2 Preferred Stock (which Series A-2 Preferred Stock was previously reported by FirstMark). During the period commencing on May 21, 2006 and terminating on November 21, 2008 dividends on the Series A-2 Preferred Stock are payable semi-annually at the option of the Issuer in cash, property or shares of Series A-2 Preferred Stock, valued at the Series A-2 Preferred Stock purchase price of $2.75 per share. The Issuer elected on November 21, 2008 to declare dividends payable to the holders of the Series A-2 Preferred Stock in the form of additional shares of Series A-2 Preferred Stock, resulting in an aggregate dividend to FirstMark of 67,887 shares of Series A-2 Preferred Stock.

5. The record holders of the Series A-3 Preferred Stock beneficially owned by FirstMark were entitled to aggregate dividends of $212,150.25 in respect of the Series A-3 Preferred Stock (which Series A-3 Preferred Stock was previously reported by FirstMark). During the period commencing on May 21, 2006 and terminating on November 21, 2008 dividends on the Series A-3 Preferred Stock are payable semi-annually at the option of the Issuer in cash, property or shares of Series A-3 Preferred Stock, valued at the Series A-3 Preferred Stock purchase price of $3.25 per share. The Issuer elected on November 21, 2008 to declare dividends payable to the holders of the Series A-3 Preferred Stock in the form of additional shares of Series A-3 Preferred Stock, resulting in an aggregate dividend to FirstMark of 65,277 shares of Series A-3 Preferred Stock.

6. The record holders of the Series A-4 Preferred Stock beneficially owned by FirstMark were entitled to aggregate dividends of $562,698.50 in respect of the Series A-4 Preferred Stock (which Series A-4 Preferred Stock was previously reported by FirstMark). During the period commencing on May 21, 2006 and terminating on November 21, 2008 dividends on the Series A-4 Preferred Stock are payable semi-annually at the option of the Issuer in cash, property or shares of Series A-4 Preferred Stock, valued at the Series A-4 Preferred Stock purchase price of $3.25 per share. The Issuer elected on November 21, 2008 to declare dividends payable to the holders of the Series A-4 Preferred Stock in the form of additional shares of Series A-4 Preferred Stock, resulting in an aggregate dividend to FirstMark of 173,138 shares of Series A-4 Preferred Stock.

7. The record holders of the Series A-5 Preferred Stock beneficially owned by FirstMark were entitled to aggregate dividends of $288,522.00 in respect of the Series A-5 Preferred Stock (which Series A-5 Preferred Stock was previously reported by FirstMark). During the period commencing on May 21, 2006 and terminating on November 21, 2008 dividends on the Series A-5 Preferred Stock are payable semi-annually at the option of the Issuer in cash, property or shares of Series A-5 Preferred Stock, valued at the Series A-5 Preferred Stock purchase price of $3.25 per share. The Issuer elected on November 21, 2008 to declare dividends payable to the holders of the Series A-5 Preferred Stock in the form of additional shares of Series A-5 Preferred Stock, resulting in an aggregate dividend to FirstMark of 88,776 shares of Series A-5 Preferred Stock.

8. The record holders of the Series A-6 Preferred Stock beneficially owned by FirstMark were entitled to aggregate dividends of $96,784.88 in respect of the Series A-6 Preferred Stock (which Series A-6 Preferred Stock was previously reported by FirstMark). During the period commencing on May 21, 2006 and terminating on November 21, 2008 dividends on the Series A-6 Preferred Stock are payable semi-annually at the option of the Issuer in cash, property or shares of Series A-6 Preferred Stock, valued at the Series A-6 Preferred Stock purchase price of $1.485 per share. The Issuer elected on November 21, 2008 to declare dividends payable to the holders of the Series A-6 Preferred Stock in the form of additional shares of Series A-6 Preferred Stock, resulting in an aggregate dividend to FirstMark of 65,175 shares of Series A-6 Preferred Stock.

9. The record holders of the Series A-7 Preferred Stock beneficially owned by FirstMark were entitled to aggregate dividends of $143,955.75 in respect of the Series A-7 Preferred Stock (which Series A-7 Preferred Stock was previously reported by FirstMark). During the period commencing on May 21, 2006 and terminating on November 21, 2008 dividends on the Series A-7 Preferred Stock are payable semi-annually at the option of the Issuer in cash, property or shares of Series A-7 Preferred Stock, valued at the Series A-7 Preferred Stock purchase price of $1.199 per share. The Issuer elected on November 21, 2008 to declare dividends payable to the holders of the Series A-7 Preferred Stock in the form of additional shares of Series A-7 Preferred Stock, resulting in an aggregate dividend to FirstMark of 120,054 shares of Series A-7 Preferred Stock.

10. The record holders of the Series A-8 Preferred Stock beneficially owned by FirstMark were entitled to aggregate dividends of $110,845.15 in respect of the Series A-8 Preferred Stock (which Series A-8 Preferred Stock was previously reported by FirstMark). During the period commencing on May 21, 2006 and terminating on November 21, 2008 dividends on the Series A-8 Preferred Stock are payable semi-annually at the option of the Issuer in cash, property or shares of Series A-8 Preferred Stock, valued at the Series A-8 Preferred Stock purchase price of $4.708 per share. The Issuer elected on November 21, 2008 to declare dividends payable to the holders of the Series A-8 Preferred Stock in the form of additional shares of Series A-8 Preferred Stock, resulting in an aggregate dividend to FirstMark of 23,544 shares of Series A-8 Preferred Stock.

	/s/ Brian Kempner, Chief Operating Officer & General Counsel	11/25/2008
	** Signature of Reporting Person	Date
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