0001567619-20-008471.txt : 20200427 0001567619-20-008471.hdr.sgml : 20200427 20200427154405 ACCESSION NUMBER: 0001567619-20-008471 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200427 FILED AS OF DATE: 20200427 DATE AS OF CHANGE: 20200427 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Waldman Eyal CENTRAL INDEX KEY: 0001388925 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33299 FILM NUMBER: 20819780 MAIL ADDRESS: STREET 1: C/O MELLANOX TECHNOLOGIES, LTD. STREET 2: 350 OAKMEAD PARKWAY, SUITE 100 CITY: SUNNYVALE STATE: CA ZIP: 94085 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 doc1.xml FORM 4 X0306 4 2020-04-27 1 0001356104 Mellanox Technologies, Ltd. MLNX 0001388925 Waldman Eyal C/O MELLANOX TECHNOLOGIES, LTD., 26 HAKIDMA ST. BEIT MELLANOX YOKNEAM L3 2069200 ISRAEL 1 1 0 0 President and CEO Ordinary Shares 2020-04-27 4 A 0 63000 0.00 A 650504 D Ordinary Shares 2020-04-27 4 D 0 63000 0.00 D 587504 D Ordinary Shares 2020-04-27 4 D 0 474933 125.00 D 112571 D Ordinary Shares 2020-04-27 4 D 0 112571 125 D 0 D Ordinary Shares 2020-04-27 4 D 0 1426041 125.00 D 0 I By Partnership Represent the number of Ordinary Shares issuable pursuant to performance stock units, originally awarded July 25, 2018, based on achievement of performance metrics at 175% ("Issuer PSU"), as certified by the Issuer's board of directors. Pursuant to the terms of the Agreement and Plan of Merger, dated as March 10, 2019 (the "Merger Agreement"), by and among the Issuer, NVIDIA International Holdings, Inc., a Delaware corporation ("Parent"), Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent, and NVIDIA Corporation, a Delaware corporation ("Guarantor"), on April 27, 2020, each outstanding Issuer PSU, was assumed by Guarantor and converted into a Guarantor RSU, having substantially the same terms and conditions as the Issuer PSU, other than the performance goals, including the applicable time-based vesting schedule, but for a number of Guarantor common shares equal to the product of the number of Ordinary Shares of the Issuer underlying the Issuer PSU multiplied by the Exchange Ratio. Disposed of pursuant to the terms of the Merger Agreement, in exchange for cash consideration of $125.00 per share (the "Per Share Merger Consideration"), subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, on April 27, 2020, each outstanding award of restricted stock units ("Issuer RSU") was assumed by Guarantor and converted into RSUs of Guarantor ("Guarantor RSU"), having substantially the same terms and conditions as the Issuer RSU, but for a number of Guarantor common shares equal to the product of the number of Ordinary Shares of the Issuer underlying the Assumed RSU multiplied by a fraction (such ratio, the "Exchange Ratio"), the numerator of which is the Per Share Merger Consideration and the denominator of which is the volume weighted average price for a common share of Parent on NASDAQ, calculated based on the ten consecutive trading days ending on the third complete trading day prior to (and excluding) the closing date of the Merger. Shares held by Waldo Holdings 2, a general partnership formed pursuant to the laws of Israel, of which Mr. Waldman is a general partner. Mr. Waldman has sole voting and dispositive power over all of the shares reported on this Form 4. /s/ Alinka Flaminia, as attorney-in-fact for Eyal Waldman 2020-04-27