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^*

Kagan Michael

(Last)

(First)

(Middle)

C/O MELLANOX TECHNOLOGIES, LTD.

HERMON BUILDING

(Street)

YOKNEAM

20692

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Architecture

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	324,000	D

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)	⁽¹⁾	02/27/2011	Ordinary Shares	85,714	$1.3	D
Employee Stock Option (right to buy)	⁽¹⁾	06/18/2012	Ordinary Shares	28,571	$1.47	D
Employee Stock Option (right to buy)	⁽²⁾	12/27/2013	Ordinary Shares	17,142	$2.63	D
Employee Stock Option (right to buy)	⁽³⁾	12/07/2015	Ordinary Shares	12,857	$6.65	D
Employee Stock Option (right to buy)	⁽⁴⁾	10/25/2016	Ordinary Shares	114,285	$9.19	D

Explanation of Responses:

1. 100% of the shares subject to the option are fully vested and exercisable.

2. 25% of the shares subject to the option vest on June 1, 2004 and 1/48th of the shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on June 1, 2007.

3. 25% of the shares subject to the option vest on November 1, 2006 and 1/48th of the shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on November 1, 2009.

4. 25% of the shares subject to the option vest on October 26, 2007 and 1/48th of the shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on October 26, 2010.

	/s/ Michael Kagen 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.