SEC Form 4 · accession 0000921895-18-002096
Mellanox Technologies, Ltd. · MLNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD
10% Owner · Other
Starboard Value LP
10% Owner · Other
Starboard Value GP LLC
10% Owner · Other
Starboard Principal Co LP
10% Owner · Other
Starboard Principal Co GP LLC
10% Owner · Other
STARBOARD VALUE & OPPORTUNITY S LLC
10% Owner · Other
Starboard Value & Opportunity C LP
10% Owner · Other
Starboard Value R LP
10% Owner · Other
Starboard Value R GP LLC
10% Owner · Other
Starboard Leaders Papa LLC
10% Owner · Other
Period of report
Jul 9, 2018
Accepted (ET)
Jul 11, 2018 · 9:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001356104
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F3 | Jul 9, 2018 | S | 137,515 | $84.9164 | D | 3,621,198 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F3 | Jul 9, 2018 | S | 73,536 | $85.1062 | D | 3,547,662 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F3 | Jul 9, 2018 | S | 13,751 | $85.4375 | D | 3,533,911 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F3 | Jul 9, 2018 | S | 12,189 | $85.4693 | D | 3,521,722 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F4 | Jul 9, 2018 | S | 16,103 | $84.9164 | D | 424,032 | I | By Starboard Value and Opportunity S LLC |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F4 | Jul 9, 2018 | S | 8,611 | $85.1062 | D | 415,421 | I | By Starboard Value and Opportunity S LLC |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F4 | Jul 9, 2018 | S | 1,610 | $85.4375 | D | 413,811 | I | By Starboard Value and Opportunity S LLC |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F4 | Jul 9, 2018 | S | 1,427 | $85.4693 | D | 412,384 | I | By Starboard Value and Opportunity S LLC |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F5 | Jul 9, 2018 | S | 9,059 | $84.9164 | D | 238,538 | I | By Starboard Value and Opportunity C LP |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F5 | Jul 9, 2018 | S | 4,844 | $85.1062 | D | 233,694 | I | By Starboard Value and Opportunity C LP |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F5 | Jul 9, 2018 | S | 906 | $85.4375 | D | 232,788 | I | By Starboard Value and Opportunity C LP |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F5 | Jul 9, 2018 | S | 803 | $85.4693 | D | 231,985 | I | By Starboard Value and Opportunity C LP |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F6,F7 | Jul 9, 2018 | S | 16,705 | $84.9164 | D | 439,904 | I | By Starboard Leaders Papa LLC |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F6,F7 | Jul 9, 2018 | S | 8,933 | $85.1062 | D | 430,971 | I | By Starboard Leaders Papa LLC |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F6,F7 | Jul 9, 2018 | S | 1,671 | $85.4375 | D | 429,300 | I | By Starboard Leaders Papa LLC |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F6,F7 | Jul 9, 2018 | S | 1,481 | $85.4693 | D | 427,819 | I | By Starboard Leaders Papa LLC |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F8 | Jul 9, 2018 | S | 20,618 | $84.9164 | D | 542,949 | I | By Managed Account of Starboard Value LP |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F8 | Jul 9, 2018 | S | 11,026 | $85.1062 | D | 531,923 | I | By Managed Account of Starboard Value LP |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F8 | Jul 9, 2018 | S | 2,062 | $85.4375 | D | 529,861 | I | By Managed Account of Starboard Value LP |
| Ordinary Shares, nominal value NIS 0.0175 per shareF1,F2,F8 | Jul 9, 2018 | S | 1,827 | $85.4693 | D | 528,034 | I | By Managed Account of Starboard Value LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This 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").
- F2To 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.
- F3Securities 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.
- F4Securities 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.
- F5Securities 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.
- F6Securities 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.
- F7Starboard 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.
- F8Securities 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.