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)
12/14/2006

(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

$ 3.25 ⁽¹⁾

11/21/2006

J⁽²⁾

12,843

11/21/2006

⁽¹⁾

Common Stock

12,843 ⁽¹⁾

$ 0 ⁽²⁾

440,974

By BSC ⁽³⁾

Series A-3 Preferred Stock

$ 3.25 ⁽¹⁾

11/21/2006

J⁽²⁾

28,802

11/21/2006

⁽¹⁾

Common Stock

28,802 ⁽¹⁾

$ 0 ⁽²⁾

988,870

By CVC ⁽³⁾

Series A-3 Preferred Stock

$ 3.25 ⁽¹⁾

11/21/2006

J⁽²⁾

719

11/21/2006

⁽¹⁾

Common Stock

719 ⁽¹⁾

$ 0 ⁽²⁾

24,694

By CVCP ⁽³⁾

Series A-3 Preferred Stock

$ 3.25 ⁽¹⁾

11/21/2006

J⁽²⁾

15,327

11/21/2006

⁽¹⁾

Common Stock

15,327 ⁽¹⁾

$ 0 ⁽²⁾

526,230

By Offshore ⁽³⁾

Series A-4 Preferred Stock

$ 3.25 ⁽⁴⁾

11/21/2006

J⁽²⁾

18,335

11/21/2006

⁽⁴⁾

Common Stock

18,355 ⁽⁴⁾

$ 0 ⁽²⁾

629,505

By BSC ⁽³⁾

Series A-4 Preferred Stock

$ 3.25 ⁽⁴⁾

11/21/2006

J⁽²⁾

41,115

11/21/2006

⁽⁴⁾

Common Stock

41,115 ⁽⁴⁾

$ 0 ⁽²⁾

1,411,645

By CVC ⁽³⁾

Series A-4 Preferred Stock

$ 3.25 ⁽⁴⁾

11/21/2006

J⁽²⁾

1,026

11/21/2006

⁽⁴⁾

Common Stock

1,026 ⁽⁴⁾

$ 0 ⁽²⁾

35,251

By CVCP ⁽³⁾

Series A-4 Preferred Stock

$ 3.25 ⁽⁴⁾

11/21/2006

J⁽²⁾

21,879

11/21/2006

⁽⁴⁾

Common Stock

21,879 ⁽⁴⁾

$ 0 ⁽²⁾

751,211

By Offshore ⁽³⁾

Series A-5 Preferred Stock

$ 3.25 ⁽⁵⁾

11/21/2006

J⁽²⁾

3,082

11/21/2006

⁽⁵⁾

Common Stock

3,082 ⁽⁵⁾

$ 0 ⁽²⁾

105,833

By BSC ⁽³⁾

Series A-5 Preferred Stock

$ 3.25 ⁽⁵⁾

11/21/2006

J⁽²⁾

6,912

11/21/2006

⁽⁵⁾

Common Stock

6,912 ⁽⁵⁾

$ 0 ⁽²⁾

237,328

By CVC ⁽³⁾

Series A-5 Preferred Stock

$ 3.25 ⁽⁵⁾

11/21/2006

J⁽²⁾

172

11/21/2006

⁽⁵⁾

Common Stock

172 ⁽⁵⁾

$ 0 ⁽²⁾

5,926

By CVCP ⁽³⁾

Series A-5 Preferred Stock

$ 3.25 ⁽⁵⁾

11/21/2006

J⁽²⁾

3,678

11/21/2006

⁽⁵⁾

Common Stock

3,678 ⁽⁵⁾

$ 0 ⁽²⁾

126,295

By Offshore ⁽³⁾

Common Stock Warrants (right to buy)

$ 4.06

12/14/2006

J⁽⁶⁾

15,027

12/14/2006

11/23/2009

Common Stock

15,027 ⁽⁶⁾

⁽⁶⁾

15,027

By BSC ⁽³⁾

Common Stock Warrants (right to buy)

$ 4.06

12/14/2006

J⁽⁶⁾

33,698

12/14/2006

11/23/2009

Common Stock

33,698 ⁽⁶⁾

⁽⁶⁾

33,698

By CVC ⁽³⁾

Common Stock Warrants (right to buy)

$ 4.06

12/14/2006

J⁽⁶⁾

842

12/14/2006

11/23/2009

Common Stock

842 ⁽⁶⁾

⁽⁶⁾

842

By CVCP ⁽³⁾

Common Stock Warrants (right to buy)

$ 4.06

12/14/2006

J⁽⁶⁾

17,933

12/14/2006

11/23/2009

Common Stock

17,933 ⁽⁶⁾

⁽⁶⁾

17,933

By Offshore ⁽³⁾

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

Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of The BSC Employee Fund VI, L.P.		01/18/2007
^**Signature of Reporting Person		Date
Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital II, L.P.		01/18/2007
^**Signature of Reporting Person		Date
Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc., the Managing Member of CVC II Partners, L.L.C.		01/18/2007
^**Signature of Reporting Person		Date
Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital Offshore II, L.P.		01/18/2007
^**Signature of Reporting Person		Date
Kenneth L. Edlow, as Secretary of The Bear Stearns Companies Inc.		01/18/2007
^**Signature of Reporting Person		Date
Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC		01/18/2007
^**Signature of Reporting Person		Date
Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc.		01/18/2007
^**Signature of Reporting Person		Date
Clifford H. Friedman		01/18/2007
^**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 Preferred Stock is convertible into shares of Common Stock at any time at the election of the individual holders, initially at a ratio of one share of Common Stock for each share of Series A-3 Preferred Stock and subject to adjustment for certain dilutive issuances and for stock splits, stock dividends and similar events. The Series A-3 Preferred Stock is also automatically convertible pursuant to its terms. The Series A-3 Preferred Stock has no expiration date.
(2)	On November 21, 2006, the Issuer paid in-kind a semi-annual dividend to all holders of its Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock.
(3)	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.
(4)	The Series A-4 Preferred Stock is convertible into shares of Common Stock at any time at the election of the individual holders, initially at a ratio of one share of Common Stock for each share of Series A-4 Preferred Stock and subject to adjustment for certain dilutive issuances and for stock splits, stock dividends and similar events. The Series A-4 Preferred Stock is also automatically convertible pursuant to its terms. The Series A-4 Preferred Stock has no expiration date.
(5)	The Series A-5 Preferred Stock is convertible into shares of Common Stock at any time at the election of the individual holders, initially at a ratio of one share of Common Stock for each share of Series A-5 Preferred Stock and subject to adjustment for certain dilutive issuances and for stock splits, stock dividends and similar events. The Series A-5 Preferred Stock is also automatically convertible pursuant to its terms. The Series A-5 Preferred Stock has no expiration date.
(6)	On November 23, 2005, BSC, CVC, CVCP and Offshore (the "Constellation Funds") acquired an aggregate of 461,538 shares of Series A-5 Preferred Stock and warrants to acquire 67,500 shares of Common Stock with an exercise price of $4.06 per share (the "Common Stock Warrants"), for an aggregate of $1,500,000. The Common Stock Warrants were not exercisable until November 14, 2006, the date on which the Issuer's shareholders approved their exercisability. The exercise price of the Common Stock Warrants is subject to adjustment for stock splits, stock dividends and similar events, and cashless exercise is permitted.

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