Sec Form 4 Filing - PADVAL UMESH @ Mellanox Technologies, Ltd. - 2018-07-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PADVAL UMESH
2. Issuer Name and Ticker or Trading Symbol
Mellanox Technologies, Ltd. [ MLNX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MELLANOX TECHNOLOGIES, LTD., 350 OAKMEAD PARKWAY, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
07/25/2018
(Street)
SUNNYVALE, CA94085
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/25/2018 A 4,200 ( 1 ) ( 2 ) A $ 0 5,950 ( 3 ) ( 4 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PADVAL UMESH
C/O MELLANOX TECHNOLOGIES, LTD.
350 OAKMEAD PARKWAY, SUITE 100
SUNNYVALE, CA94085
X
Signatures
/s/ Umesh Padval by Alinka Flaminia, Power-of-Attorney 07/27/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Share Units ("RSU's"). The Reporting Person is entitled to receive one (1) ordinary share for each one (1) RSU upon vesting.
( 2 )The RSU's shall vest in equal monthly installments over a one year period beginning on August 1, 2018 and will be 100% vested on July 1, 2019 provided the director continues to serve as a non-employee director.
( 3 )Includes 4,200 unvested Restricted Share Units (RSU's). Upon vesting thereof, the Reporting Person is entitled to receive one (1) Ordinary Share for each one (1) RSU.
( 4 )Reflects forfeiture of 2,450 unvested RSU's out of the 4,200 RSU's granted on February 28, 2018, following the reporting person's appointment to the Board. Under Israeli law, the reporting person was only entitled to compensation with respect to his service as a director through the first general meeting of shareholders following his appointment, which was the Company's extraordinary general meeting that occurred on May 24, 2018. As a result, potentially 3,150 shares would have forfeited except that, at the Company's annual general meeting of shareholders held on July 25, 2018, the Company's shareholders approved that 700 of the unvested RSU's would vest, as compensation for the reporting person's services as a director during the period beginning on May 25, 2018 through the date prior to the annual general meeting of shareholders, and the remaining 2,450 unvested RSU's would be forfeited.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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