0000921895-18-002096.txt : 20180711 0000921895-18-002096.hdr.sgml : 20180711 20180711212356 ACCESSION NUMBER: 0000921895-18-002096 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180709 FILED AS OF DATE: 20180711 DATE AS OF CHANGE: 20180711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33299 FILM NUMBER: 18949524 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value GP LLC CENTRAL INDEX KEY: 0001517138 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33299 FILM NUMBER: 18949525 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Principal Co LP CENTRAL INDEX KEY: 0001517139 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33299 FILM NUMBER: 18949526 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Principal Co GP LLC CENTRAL INDEX KEY: 0001517140 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33299 FILM NUMBER: 18949527 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value & Opportunity C LP CENTRAL INDEX KEY: 0001571704 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33299 FILM NUMBER: 18949528 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value R LP CENTRAL INDEX KEY: 0001575972 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33299 FILM NUMBER: 18949529 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212)845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD CENTRAL INDEX KEY: 0001373638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33299 FILM NUMBER: 18949530 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-845-7906 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: STARBOARD VALUE & OPPORTUNITY FUND LTD DATE OF NAME CHANGE: 20110404 FORMER NAME: FORMER CONFORMED NAME: RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD DATE OF NAME CHANGE: 20090730 FORMER NAME: FORMER CONFORMED NAME: Starboard Value & Opportunity Master Fund Ltd DATE OF NAME CHANGE: 20060823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARBOARD VALUE & OPPORTUNITY S LLC CENTRAL INDEX KEY: 0001519812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33299 FILM NUMBER: 18949531 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value R GP LLC CENTRAL INDEX KEY: 0001575979 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33299 FILM NUMBER: 18949532 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Leaders Papa LLC CENTRAL INDEX KEY: 0001726831 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33299 FILM NUMBER: 18949533 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mellanox Technologies, Ltd. CENTRAL INDEX KEY: 0001356104 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 980233400 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 350 OAKMEAD PARKWAY, SUITE 100 CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 408-970-3400 MAIL ADDRESS: STREET 1: 350 OAKMEAD PARKWAY, SUITE 100 CITY: SUNNYVALE STATE: CA ZIP: 94085 4 1 form406297208a_07112018.xml OWNERSHIP DOCUMENT X0306 4 2018-07-09 1 0001356104 Mellanox Technologies, Ltd. MLNX 0001517137 Starboard Value LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 2 0001517138 Starboard Value GP LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 2 0001517139 Starboard Principal Co LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 2 0001517140 Starboard Principal Co GP LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 2 0001571704 Starboard Value & Opportunity C LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 2 0001575972 Starboard Value R LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 2 0001373638 STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 2 0001519812 STARBOARD VALUE & OPPORTUNITY S LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 2 0001575979 Starboard Value R GP LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 2 0001726831 Starboard Leaders Papa LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 2 Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 137515 84.9164 D 3621198 I By Starboard Value and Opportunity Master Fund Ltd Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 73536 85.1062 D 3547662 I By Starboard Value and Opportunity Master Fund Ltd Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 13751 85.4375 D 3533911 I By Starboard Value and Opportunity Master Fund Ltd Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 12189 85.4693 D 3521722 I By Starboard Value and Opportunity Master Fund Ltd Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 16103 84.9164 D 424032 I By Starboard Value and Opportunity S LLC Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 8611 85.1062 D 415421 I By Starboard Value and Opportunity S LLC Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 1610 85.4375 D 413811 I By Starboard Value and Opportunity S LLC Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 1427 85.4693 D 412384 I By Starboard Value and Opportunity S LLC Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 9059 84.9164 D 238538 I By Starboard Value and Opportunity C LP Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 4844 85.1062 D 233694 I By Starboard Value and Opportunity C LP Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 906 85.4375 D 232788 I By Starboard Value and Opportunity C LP Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 803 85.4693 D 231985 I By Starboard Value and Opportunity C LP Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 16705 84.9164 D 439904 I By Starboard Leaders Papa LLC Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 8933 85.1062 D 430971 I By Starboard Leaders Papa LLC Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 1671 85.4375 D 429300 I By Starboard Leaders Papa LLC Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 1481 85.4693 D 427819 I By Starboard Leaders Papa LLC Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 20618 84.9164 D 542949 I By Managed Account of Starboard Value LP Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 11026 85.1062 D 531923 I By Managed Account of Starboard Value LP Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 2062 85.4375 D 529861 I By Managed Account of Starboard Value LP Ordinary Shares, nominal value NIS 0.0175 per share 2018-07-09 4 S 0 1827 85.4693 D 528034 I By Managed Account of Starboard Value LP This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Leaders Papa LLC ("Starboard Papa LLC"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Starboard Value R LP ("Starboard R LP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Leaders Fund LP ("Starboard Leaders Fund"), Starboard Value A LP ("Starboard A LP"), Starboard Value A GP LLC ("Starboard A GP"), Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld (collectively, the "Reporting Persons"). To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that previously owned more than 10% of the Issuer's outstanding Ordinary Shares. As of July 9, 2018, the Reporting Persons ceased to own in the aggregate more than 10% of the Issuer's outstanding Ordinary Shares. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Securities beneficially owned by Starboard Papa LLC. Starboard Leaders Fund, as a member of Starboard Papa LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Papa LLC. Each of Starboard A LP, as the general partner of Starboard Leaders Fund, and Starboard A GP, as the general partner of Starboard A LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Papa LLC. Starboard Value LP, as the investment manager of Starboard Papa LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Papa LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Papa LLC. Securities held in an account managed by Starboard Value LP. Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP. Starboard Value LP; By: Starboard Value GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory 2018-07-11 Starboard Value and Opportunity Master Fund Ltd; By: Starboard Value LP; By: /s/ Jeffrey C. Smith, Authorized Signatory 2018-07-11 Starboard Value and Opportunity S LLC; By: Starboard Value LP; By: /s/ Jeffrey C. Smith, Authorized Signatory 2018-07-11 Starboard Value GP LLC; By: Starboard Principal Co LP; By: /s/ Jeffrey C. Smith, Authorized Signatory 2018-07-11 Starboard Principal Co LP; By:Starboard Principal Co GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory 2018-07-11 Starboard Principal Co GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory 2018-07-11 Starboard Value and Opportunity C LP; By: Starboard Value R LP; By: /s/ Jeffrey C. Smith, Authorized Signatory 2018-07-11 Starboard Value R LP; By: /s/ Jeffrey C. Smith, Authorized Signatory 2018-07-11 Starboard Value R GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory 2018-07-11 Starboard Leaders Papa LLC; By: Starboard Value A LP; By: /s/ Jeffrey C. Smith, Authorized Signatory 2018-07-11