13D Filing: Starboard Value LP and Mellanox Technologies Ltd. (MLNX)

U.

Mr. Waters

(a)

As of the close of business on March 12, 2018, Mr. Waters directly owned 2,500 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 2,500 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,500 4. Shared power to dispose or direct the disposition: 0

(c)

The transaction in the Shares by Mr. Waters since the filing of Amendment No. 2 to the Schedule 13D is set forth in Schedule A and is incorporated herein by reference.

Each Reporting
Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other
Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of
his, her or its pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

As previously disclosed
in the Schedule 13D, Starboard V&O Fund purchased in the over-the-counter market European-style call options referencing an
aggregate of 460,000 Shares (representing less than 1% of the outstanding Shares) having an aggregate purchase price of $11,416,326
(the “Call Options”). The Call Options had a strike price of $25.00 per Share and expired on February 28, 2018. The
Call Options were not exercisable until the expiration date, and accordingly, the Reporting Persons did not have voting or dispositive
control over the Shares underlying the Call Options until and unless exercised on such date. On February 28, 2018, Starboard V&O
Fund exercised the Call Options and thereby acquired 460,000 Shares in the aggregate. Accordingly, Starboard V&O Fund no longer
has any exposure to such Call Options.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended
to add the following exhibits:

99.1

Letter to Shareholders of the Issuer, dated March 12, 2018.

99.2

Letter to General Counsel of the Issuer, dated March 12, 2018.

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