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^*

Waldman Eyal

(Last)

(First)

(Middle)

C/O MELLANOX TECHNOLOGIES, LTD.

2900 STENDER WAY

(Street)

SANTA CLARA

95054

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board and CEO

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	3,583,771	I	See footnote⁽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)
Employee Stock Option (right to buy)⁽²⁾	⁽³⁾	10/25/2011	Ordinary Shares	10,884	$10.11	D
Employee Stock Option (right to buy)⁽²⁾	⁽³⁾	10/25/2016	Ordinary Shares	46,258	$10.11	D
Employee Stock Option (right to buy)⁽⁴⁾	⁽⁵⁾	10/25/2016	Ordinary Shares	57,142	$9.19	D

Explanation of Responses:

1. Shares held by Waldo Holdings 2, a general partnership formed pursuant to the laws of Israel, of which Mr. Waldman and his wife, Ella Waldman, are the general partners. Mr. Waldman beneficially owns 66.66% and Ms. Waldman beneficially owns 33.34% of the shares. Mr. Waldman has sole voting and dispositive power over all of the shares.

2. Option granted under the Mellanox Technologies, Ltd. 1999 United States Equity Incentive Plan.

3. 100% of the shares subject to the option are immediately exercisable. However, all unvested ordinary shares underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as the shares vest according to the following schedule: 25% of the shares subject to the option will vest on October 26, 2007 and 1/48th of the shares will vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on October 26, 2010.

4. Option granted under the Mellanox Technologies, Ltd. 2003 Israeli Share Option Plan.

5. 25% of the shares subject to the option will vest on October 26, 2007 and 1/48th of the shares will vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on October 26, 2010.

	/s/ Eyal Waldman by Lee-Ann Kennedy Stewart - Power of Attorney	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).
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