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^*

PRESIDIO MANAGEMENT GROUP VI LLC

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2007

3. Issuer Name and Ticker or Trading Symbol
Mellanox Technologies, Ltd. [ MLNX ]

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

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

5. If Amendment, Date of 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

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)
Ordinary Shares (Common)	39,193⁽²⁾	I	Directly Held by USVP VI⁽¹⁾
Ordinary Shares (Common)	1,095⁽²⁾	I	Directly Held by AFF VI⁽¹⁾
Ordinary Shares (Common)	1,221⁽²⁾	I	Directly Held by EP VI⁽¹⁾
Ordinary Shares (Common)	632⁽²⁾	I	Directly Held by 2180 VI⁽¹⁾

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)
Preferred Series A-1 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	1,062,857⁽³⁾	⁽⁴⁾	I	Directly owned by USVP VI⁽¹⁾
Preferred Series A-2 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	744,000⁽³⁾	⁽⁴⁾	I	Directly owned by USVP VI⁽¹⁾
Preferred Series B-1 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	100,971⁽³⁾	⁽⁴⁾	I	Directly owned by USVP VI⁽¹⁾
Preferred Series B-2 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	239,130⁽³⁾	⁽⁴⁾	I	Directly owned by USVP VI⁽¹⁾
Preferred Series D Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	261,292⁽³⁾	⁽⁴⁾	I	Directly owned by USVP VI⁽¹⁾
Preferred Series A-1 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	29,714⁽³⁾	⁽⁴⁾	I	Directly owned by AFF VI⁽¹⁾
Preferred Series A-2 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	20,800⁽³⁾	⁽⁴⁾	I	Directly owned by AFF VI⁽¹⁾
Preferred Series B-1 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	2,822⁽³⁾	⁽⁴⁾	I	Directly owned by AFF VI⁽¹⁾
Preferred Series B-2 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	6,685⁽³⁾	⁽⁴⁾	I	Directly owned by AFF VI⁽¹⁾
Preferred Series D Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	7,305⁽³⁾	⁽⁴⁾	I	Directly owned by AFF VI⁽¹⁾
Preferred Series A-1 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	33,142⁽³⁾	⁽⁴⁾	I	Directly owned by EP VI⁽¹⁾
Preferred Series A-2 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	23,200⁽³⁾	⁽⁴⁾	I	Directly owned by EP VI⁽¹⁾
Preferred Series B-1 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	3,148⁽³⁾	⁽⁴⁾	I	Directly owned by EP VI⁽¹⁾
Preferred Series B-2 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	7,456⁽³⁾	⁽⁴⁾	I	Directly owned by EP VI⁽¹⁾
Preferred Series D Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	8,148⁽³⁾	⁽⁴⁾	I	Directly owned by EP VI⁽¹⁾
Preferred Series A-1 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	17,142⁽³⁾	⁽⁴⁾	I	Directly owned by 2180 VI⁽¹⁾
Preferred Series A-2 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	12,000⁽³⁾	⁽⁴⁾	I	Directly owned by 2180 VI⁽¹⁾
Preferred Series B-1 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	1,628⁽³⁾	⁽⁴⁾	I	Directly owned by 2180 VI⁽¹⁾
Preferred Series B-2 Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	3,857⁽³⁾	⁽⁴⁾	I	Directly owned by 2180 VI⁽¹⁾
Preferred Series D Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares (Common)	4,214⁽³⁾	⁽⁴⁾	I	Directly owned by 2180 VI⁽¹⁾

1. Name and Address of Reporting Person^*

PRESIDIO MANAGEMENT GROUP VI LLC

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

US VENTURE PARTNERS VI LP

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

USVP VI AFFILIATES FUND L P

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

USVP ENTREPRENEUR PARTNERS VI L P

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

2180 ASSOCIATES FUND VI L P

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FEDERMAN IRWIN

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KRAUSZ STEVEN M

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ROOT JONATHAN D

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

YOUNG PHILIP M

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Presidio Management Group VI, LLC ("PMG VI") is the general partner of US Venture Partners VI, L.P. ("USVP VI"), USVP VI Affiliates Fund, L.P. ("AFF VI"), USVP Entrepreneur Partners VI, L.P. ("EP VI"), and 2180 Associates Fund VI, L.P. ("2180 VI") , and Irwin Federman, Steven M. Krausz, Jonathan D. Root, and Philip M. Young, the managing members of PMG VI, may be deemed to share voting and dispositive power over the shares held by USVP VI, AFF VI, EP VI, and 2180 VI. Such persons and entities disclaim beneficial ownership of shares held by USVP VI, AFF VI, EP VI, and 2180 VI except to the extent of any pecuniary interest therein.

2. Ordinary Shares have been adjusted to reflect a 1.75-for-1 reverse stock split effective February 1, 2007.

3. Preferred Shares has been adjusted to reflect a 1.75-for-1 reverse stock split effective February 1, 2007.

4. Preferred Shares will convert into Ordinary Shares on a 1-to-1 basis upon the closing of the Issuer's initial public offering (IPO), except that shares of Preferred Series D Stock shall convert into Ordinary Shares upon the closing of the IPO using a calculation based on the antidilution provisions of the Issuer's Amended and Restated Articles of Association based on stated factors and the IPO price, which is anticipated to be 2.2252 at a $13 per share IPO price .

Remarks:

	Michael P. Maher - Attorney-in-Fact for each Joint Filer	02/07/2007
	** 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.
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