Sec Form 4 Filing - Mitchell Scott @ THINK PARTNERSHIP INC - 2007-10-31

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 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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1. Name and Address of Reporting Person Mitchell Scott 2. Issuer Name and Ticker or Trading Symbol THINK PARTNERSHIP INC [ THK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (a) (Last) (First) (Middle) 3844 WELLINGTON PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2007 (Street) PALM HARBOR, FL34685 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 04/24/2008 A 400,000 A 1,259,367 ( 2 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options $ 1.69 10/31/2007 A 175,000 ( 3 ) 10/31/2012 Common Stock, $.001 par value 175,000 $ 0 175,000 D Options $ 1.69 04/24/2008 D 175,000 ( 3 ) 10/31/2012 Common Stock, $.001 par value 175,000 ( 4 ) 0 D Options $ 2.19 04/24/2008 D 400,000 ( 5 ) 08/03/2016 Common Stock, $.001 par value 400,000 ( 4 ) 0 D Warrants $ 2.42 04/24/2008 D 50,000 08/19/2006 08/19/2010 Common Stock, $.001 par value 50,000 ( 4 ) 0 D Warrants $ 2.05 04/24/2008 D 50,000 08/19/2007 08/19/2011 Common Stock, $.001 par value 50,000 ( 4 ) 0 D Warrants $ 2.1 04/24/2008 D 50,000 08/19/2005 08/19/2009 Common Stock, $.001 par value 50,000 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mitchell Scott 3844 WELLINGTON PARKWAY PALM HARBOR, FL34685 X President and CEO (a) Signatures /s/ Scott P. Mitchell 05/05/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These 400,000 shares were granted to the Reporting Person under the Issuer's 2005 Long Term Incentive Plan in consideration for providing consulting services to the Issuer for six months. The shares were granted simultaneously with the effectiveness of the Agreements with the Issuer (described above) and the cancellation of various options and warrants (described below). ( 2 )Includes 71,429 shares of common stock owned by the Scott and Kristi Mitchell Family Limited Partnership, of which the Reporting Person has voting and dispositive power. ( 3 )The options vest in three roughly equal annual installments beginning on October 31, 2008. ( 4 )Each of these warrants and options was cancelled by mutual agreement of the Reporting Person and the Issuer pursuant to the separation agreement described above. ( 5 )The options vest in three roughly equal annual installments beginning on August 3, 2007.

Remarks: The Reporting Person entered into a separation agreement and a consulting agreement with the Issuer, each effective April 24, 2008 (the "Agreements"). The Reporting Person ceased being an officer of the Issuer on April 18, 2008 and ceased being a director on April 24, 2008.The Reporting Person expressly disclaims beneficial ownership of the securities described herein except to the extent of his pecuniary interest therein.

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 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).

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