Edgar Filing: MTM Technologies, Inc.

Ownership Submission

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

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BEAR STEARNS ASSET MANAGEMENT INC

2. Issuer Name and Ticker or Trading Symbol
MTM Technologies, Inc. [MTMC]

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

383 MADISON AVENUE,

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2007

(Street)

NEW YORK, NY 10179

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-3 Preferred Stock

$ 2.9161 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

13,120

05/21/2007

⁽¹⁾

Common Stock

14,622 ⁽²⁾

$ 0

454,094

By BSC ⁽⁴⁾

Series A-3 Preferred Stock

$ 2.9161 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

29,422

05/21/2007

⁽¹⁾

Common Stock

32,790 ⁽²⁾

$ 0

1,018,292

By CVC ⁽⁴⁾

Series A-3 Preferred Stock

$ 2.9161 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

734

05/21/2007

⁽¹⁾

Common Stock

818 ⁽²⁾

$ 0

25,428

By CVCP ⁽⁴⁾

Series A-3 Preferred Stock

$ 2.9161 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

15,657

05/21/2007

⁽¹⁾

Common Stock

17,449 ⁽²⁾

$ 0

541,887

By Offshore ⁽⁴⁾

Series A-4 Preferred Stock

$ 2.9161 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

18,729

05/21/2007

⁽¹⁾

Common Stock

20,873 ⁽²⁾

$ 0

648,234

By BSC ⁽⁴⁾

Series A-4 Preferred Stock

$ 2.9161 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

42,001

05/21/2007

⁽¹⁾

Common Stock

46,810 ⁽²⁾

$ 0

1,453,646

By CVC ⁽⁴⁾

Series A-4 Preferred Stock

$ 2.9161 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

1,048

05/21/2007

⁽¹⁾

Common Stock

1,167 ⁽²⁾

$ 0

36,299

By CVCP ⁽⁴⁾

Series A-4 Preferred Stock

$ 2.9161 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

22,351

05/21/2007

⁽¹⁾

Common Stock

24,910 ⁽²⁾

$ 0

773,562

By Offshore ⁽⁴⁾

Series A-5 Preferred Stock

$ 2.9161 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

3,148

05/21/2007

⁽¹⁾

Common Stock

3,508 ⁽²⁾

$ 0

108,981

By BSC ⁽⁴⁾

Series A-5 Preferred Stock

$ 2.9161 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

7,061

05/21/2007

⁽¹⁾

Common Stock

7,869 ⁽²⁾

$ 0

244,389

By CVC ⁽⁴⁾

Series A-5 Preferred Stock

$ 2.9161 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

176

05/21/2007

⁽¹⁾

Common Stock

196 ⁽²⁾

$ 0

6,102

By CVCP ⁽⁴⁾

Series A-5 Preferred Stock

$ 2.9161 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

3,757

05/21/2007

⁽¹⁾

Common Stock

4,187 ⁽²⁾

$ 0

130,052

By Offshore ⁽⁴⁾

Series A-6 Preferred Stock

$ 1.4571 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

942

05/21/2007

⁽¹⁾

Common Stock

960 ⁽²⁾

$ 0

116,200

By BSC ⁽⁴⁾

Series A-6 Preferred Stock

$ 1.4571 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

2,113

05/21/2007

⁽¹⁾

Common Stock

2,153 ⁽²⁾

$ 0

260,575

By CVC ⁽⁴⁾

Series A-6 Preferred Stock

$ 1.4571 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

05/21/2007

⁽¹⁾

Common Stock

52 ⁽²⁾

$ 0

6,507

By CVCP ⁽⁴⁾

Series A-6 Preferred Stock

$ 1.4571 ⁽¹⁾ ⁽²⁾

05/21/2007

J⁽³⁾

1,124

05/21/2007

⁽¹⁾

Common Stock

1,145 ⁽²⁾

$ 0

138,666

By Offshore ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BEAR STEARNS ASSET MANAGEMENT INC 383 MADISON AVENUE NEW YORK, NY 10179	X	X
BEAR STEARNS COMPANIES INC 383 MADISON AVENUE NEW YORK, NY 10179	X	X
Constellation Ventures Management II, LLC 383 MADISON AVENUE NEW YORK, NY 10179	X	X
Friedman Clifford H C/O BEAR STEARNS ASSET MANAGEMENT, INC. 383 MADISON AVENUE NEW YORK, NY 10179	X	X
BSC EMPLOYEE FUND VI LP 383 MADISON AVENUE NEW YORK, NY 10179	X	X
CONSTELLATION VENTURE CAPITAL II LP 383 MADISON AVENUE NEW YORK, NY 10179	X	X
CVC II Partners, LLC 383 MADISON AVENUE NEW YORK, NY 10179	X	X
Constellation Venture Capital Offshore II, LP 383 MADISON AVENUE NEW YORK, NY 10179	X	X

Signatures

/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of The BSC Employee Fund VI, L.P.		06/15/2007
^**Signature of Reporting Person		Date
/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital II, L.P.		06/15/2007
^**Signature of Reporting Person		Date
/s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc., the Managing Member of CVC II Partners, L.L.C.		06/15/2007
^**Signature of Reporting Person		Date
/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital Offshore II, L.P.		06/15/2007
^**Signature of Reporting Person		Date
/s/ Kenneth L. Edlow, as Secretary of The Bear Stearns Companies Inc.		06/15/2007
^**Signature of Reporting Person		Date
/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC		06/15/2007
^**Signature of Reporting Person		Date
/s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc.		06/15/2007
^**Signature of Reporting Person		Date
/s/ Clifford H. Friedman		06/15/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Series A-3, Series A-4, Series A-5 and Series A-6 Preferred Stock is convertible into shares of Common Stock at any time at the election of the individual holder. The conversion price is subject to adjustment for certain dilutive issuances and for stock splits, stock dividends and similar events. The conversion price of the Series A-3, Series A-4 and Series A-5 Preferred Stock was $3.1205, and the conversion price of the Series A-6 Preferred Stock was $1.4850, at the time of the transaction reported. The Preferred Stock is also automatically convertible pursuant to its terms. The Preferred Stock has no expiration date.
(2)	As of the date of this report, after giving effect to certain anti-dilution adjustments pursuant to the terms of the issuer's Restated Certificate of Incorporation, as amended.
(3)	On May 21, 2007, the issuer paid a semi-annual in-kind dividend on its Series A-3, Series A-4, Series A-5 and Series A-6 Preferred Stock.
(4)	The Bear Stearns Companies, Inc. ("BSCI") is the sole managing member of Constellation Ventures Management II, LLC ("Management") and is the parent company of Bear Stearns Asset Management Inc. ("BSAM"). Mr. Clifford H. Friedman is a member of Management and a senior managing director of BSAM. Management is the sole managing general partner of The BSC Employee Fund VI, L.P. ("BSC"), the sole general partner of Constellation Venture Capital II, L.P. ("CVC") and the sole general partner of Constellation Venture Capital Offshore II, L.P. ("Offshore"). BSAM is the sole managing member of CVC II Partners, LLC ("CVCP") and is the investment adviser to BSC, CVC, Offshore and CVCP. Each Reporting Person disclaims beneficial ownership of any securities that exceed its pecuniary interest in the securities held by these entities.

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