SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
STARBOARD LEADERS FUND LP

(Last) (First) (Middle)
777 THIRD AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mellanox Technologies, Ltd. [ MLNX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 2
3. Date of Earliest Transaction (Month/Day/Year)
07/09/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 137,515 D $84.9164 3,621,198 I By Starboard Value and Opportunity Master Fund Ltd(3)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 73,536 D $85.1062 3,547,662 I By Starboard Value and Opportunity Master Fund Ltd(3)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 13,751 D $85.4375 3,533,911 I By Starboard Value and Opportunity Master Fund Ltd(3)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 12,189 D $85.4693 3,521,722 I By Starboard Value and Opportunity Master Fund Ltd(3)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 16,103 D $84.9164 424,032 I By Starboard Value and Opportunity S LLC(4)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 8,611 D $85.1062 415,421 I By Starboard Value and Opportunity S LLC(4)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 1,610 D $85.4375 413,811 I By Starboard Value and Opportunity S LLC(4)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 1,427 D $85.4693 412,384 I By Starboard Value and Opportunity S LLC(4)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 9,059 D $84.9164 238,538 I By Starboard Value and Opportunity C LP(5)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 4,844 D $85.1062 233,694 I By Starboard Value and Opportunity C LP(5)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 906 D $85.4375 232,788 I By Starboard Value and Opportunity C LP(5)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 803 D $85.4693 231,985 I By Starboard Value and Opportunity C LP(5)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 16,705 D $84.9164 439,904 I By Starboard Leaders Papa LLC(6)(7)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 8,933 D $85.1062 430,971 I By Starboard Leaders Papa LLC(6)(7)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 1,671 D $85.4375 429,300 I By Starboard Leaders Papa LLC(6)(7)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 1,481 D $85.4693 427,819 I By Starboard Leaders Papa LLC(6)(7)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 20,618 D $84.9164 542,949 I By Managed Account of Starboard Value LP(8)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 11,026 D $85.1062 531,923 I By Managed Account of Starboard Value LP(8)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 2,062 D $85.4375 529,861 I By Managed Account of Starboard Value LP(8)
Ordinary Shares, nominal value NIS 0.0175 per share(1)(2) 07/09/2018 S 1,827 D $85.4693 528,034 I By Managed Account of Starboard Value LP(8)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
STARBOARD LEADERS FUND LP

(Last) (First) (Middle)
777 THIRD AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Starboard Value A LP

(Last) (First) (Middle)
777 THIRD AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Starboard Value A GP LLC

(Last) (First) (Middle)
777 THIRD AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Smith Jeffrey C

(Last) (First) (Middle)
777 THIRD AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Feld Peter A

(Last) (First) (Middle)
777 THIRD AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MITCHELL MARK R

(Last) (First) (Middle)
777 THIRD AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. 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").
2. 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 second 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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 Leaders Fund LP; By: Starboard Value A LP; By: /s/ Jeffrey C. Smith, Authorized Signatory 07/11/2018
Starboard Value A LP; By: Starboard Value A GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory 07/11/2018
Starboard Value A GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory 07/11/2018
By: /s/ Jeffrey C. Smith 07/11/2018
Mark R. Mitchell; By: /s/ Jeffrey C. Smith, Attorney in Fact 07/11/2018
Peter A. Feld; By: /s/ Jeffrey C. Smith, Attorney in Fact 07/11/2018
** 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 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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