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

Published on March 15, 2018 at 11:03 am by Insider Monkey Staff in Hedge Funds

Mellanox Technologies Ltd. (NASDAQ:MLNX): Jeffrey Smith’s Starboard Value LP filed an amended 13D.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name	Sole Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
STARBOARD VALUE	5,466,621	5,466,621	5,466,621	5,466,621	10.6%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD	3,758,713	3,758,713	5,466,621	3,758,713	7.3%
STARBOARD VALUE AND OPPORTUNITY S	440,135	440,135	5,466,621	440,135	Less than 1%
STARBOARD VALUE AND OPPORTUNITY C	247,597	247,597	400	247,597	Less than 1%
STARBOARD VALUE R	247,597	247,597	500	247,597	Less than 1%
STARBOARD VALUE R GP	247,597	247,597		247,597	Less than 1%
STARBOARD LEADERS PAPA	456,609	456,609		456,609	Less than 1%
STARBOARD LEADERS FUND	456,609	456,609		456,609	Less than 1%
STARBOARD VALUE A	456,609	456,609		456,609	Less than 1%
STARBOARD VALUE A GP	456,609	456,609		456,609	Less than 1%
STARBOARD VALUE GP	5,466,621	5,466,621		5,466,621	10.6%
STARBOARD PRINCIPAL CO	5,466,621	5,466,621		5,466,621	10.6%
STARBOARD PRINCIPAL CO GP	5,466,621	5,466,621		5,466,621	10.6%
JEFFREY C. SMITH	223	223		5,466,621	10.6%
MARK R. MITCHELL	0	0		5,466,621	10.6%
PETER A. FELD	1,450	1,450		5,466,621	10.6%
MARY B. CRANSTON	200	200		223	Less than 1%
JONATHAN KHAZAM	0	0		400	Less than 1%
THOMAS LACEY	192	192		1,450	Less than 1%
EFRAT MAKOV	2,500	2,500		200	Less than 1%
JON A. OLSON				500	Less than 1%
JORGE L. TITINGER				192	Less than 1%
GREGORY WATERS				2,500	Less than 1%

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Page 1 of 36 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Mellanox Technologies, Ltd.

(Name
of Issuer)

Ordinary Shares, nominal value NIS 0.0175
per share

(Title of Class of Securities)

M51363113

(CUSIP Number)

JEFFREY
C. SMITH

STARBOARD
VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

March 12, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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Page 2 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD VALUE LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

5,466,621

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

5,466,621

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,466,621

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.6%

TYPE OF REPORTING PERSON

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Page 3 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

3,758,713

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

3,758,713

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,758,713

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.3%

TYPE OF REPORTING PERSON

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Page 4 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD VALUE AND OPPORTUNITY S LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

440,135

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

440,135

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

440,135

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 5 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD VALUE AND OPPORTUNITY C LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

247,597

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

247,597

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

247,597

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 6 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD VALUE R LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

247,597

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

247,597

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

247,597

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 7 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD VALUE R GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

247,597

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

247,597

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

247,597

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 8 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD LEADERS PAPA LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

456,609

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

456,609

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

456,609

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 9 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD LEADERS FUND LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

456,609

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

456,609

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

456,609

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 10 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD VALUE A LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

456,609

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

456,609

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

456,609

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 11 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD VALUE A GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

456,609

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

456,609

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

456,609

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 12 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD VALUE GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

5,466,621

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

5,466,621

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,466,621

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.6%

TYPE OF REPORTING PERSON

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Page 13 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD PRINCIPAL CO LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

5,466,621

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

5,466,621

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,466,621

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.6%

TYPE OF REPORTING PERSON

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Page 14 of 36 – SEC Filing

NAME OF REPORTING PERSON

STARBOARD PRINCIPAL CO GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

5,466,621

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

5,466,621

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,466,621

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.6%

TYPE OF REPORTING PERSON

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Page 15 of 36 – SEC Filing

NAME OF REPORTING PERSON

JEFFREY C. SMITH

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

– 0 –

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

5,466,621

PERSON WITH

SOLE DISPOSITIVE POWER

– 0 –

SHARED DISPOSITIVE POWER

5,466,621

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,466,621

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.6%

TYPE OF REPORTING PERSON

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Page 16 of 36 – SEC Filing

NAME OF REPORTING PERSON

MARK R. MITCHELL

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

– 0 –

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

5,466,621

PERSON WITH

SOLE DISPOSITIVE POWER

– 0 –

SHARED DISPOSITIVE POWER

5,466,621

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,466,621

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.6%

TYPE OF REPORTING PERSON

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Page 17 of 36 – SEC Filing

NAME OF REPORTING PERSON

PETER A. FELD

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

– 0 –

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

5,466,621

PERSON WITH

SOLE DISPOSITIVE POWER

– 0 –

SHARED DISPOSITIVE POWER

5,466,621

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,466,621

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.6%

TYPE OF REPORTING PERSON

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Page 18 of 36 – SEC Filing

NAME OF REPORTING PERSON

MARY B. CRANSTON

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

223

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

223

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

223

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 19 of 36 – SEC Filing

NAME OF REPORTING PERSON

JONATHAN KHAZAM

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

-0-

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

400

PERSON WITH

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

400

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

400

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 20 of 36 – SEC Filing

NAME OF REPORTING PERSON

THOMAS LACEY

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

1,450

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

1,450

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,450

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 21 of 36 – SEC Filing

NAME OF REPORTING PERSON

EFRAT MAKOV

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

ISRAEL

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

200

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

200 –

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

200

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 22 of 36 – SEC Filing

NAME OF REPORTING PERSON

JON A. OLSON

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

-0-

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

500

PERSON WITH

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

500

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

500

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 23 of 36 – SEC Filing

NAME OF REPORTING PERSON

JORGE L. TITINGER

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

192

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

192

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

192

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 24 of 36 – SEC Filing

NAME OF REPORTING PERSON

GREGORY WATERS

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

2,500

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

SOLE DISPOSITIVE POWER

2,500

SHARED DISPOSITIVE POWER

– 0 –

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,500

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

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Page 25 of 36 – SEC Filing

The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby
amended and restated to read as follows:

The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, and Starboard Papa LLC, and held in the Starboard Value LP
Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 3,758,713 Shares beneficially owned by Starboard V&O Fund is approximately
$177,314,586, excluding brokerage commissions. The aggregate purchase price of the 440,135 Shares beneficially owned by Starboard
S LLC is approximately $20,691,598, excluding brokerage commissions. The aggregate purchase price of the 247,597 Shares beneficially
owned by Starboard C LP is approximately $11,640,459, excluding brokerage commissions. The aggregate purchase price of the 456,609
Shares beneficially owned by Starboard Papa LLC is approximately $22,979,261, excluding brokerage commissions. The aggregate purchase
price of the 563,567 Shares held in the Starboard Value LP Account is approximately $26,539,458, excluding brokerage commissions.

The Shares beneficially
owned by Ms. Cranston are held by the Mary B. Cranston Revocable Trust UAD 05/12/2009, of which she is the trustee and were purchased
in the open market with personal funds. The aggregate purchase price of the 223 Shares beneficially owned by Ms. Cranston is approximately
$15,053, excluding brokerage commissions. The Shares beneficially owned by Mr. Khazam are held by the Khazam Family Trust, of
which he is a co-trustee with his wife and were purchased in the open market with personal funds. The aggregate purchase price
of the 400 Shares beneficially owned by Mr. Khazam is approximately $26,600, excluding brokerage commissions. The Shares beneficially
owned by Mr. Olson are held by the Jon A Olson and Annette L Olson Revocable Trust dated 12/28/1994, of which he is a co-trustee
with his wife and were purchased in the open market with personal funds. The aggregate purchase price of the 500 Shares beneficially
owned by Mr. Olson is approximately $32,741, excluding brokerage commissions. The Shares purchased by each of Ms. Makov and Messrs.
Lacey, Titinger and Waters were purchased with personal funds in the open market. The aggregate purchase price of the 200 Shares
owned directly by Ms. Makov is approximately $13,392, excluding brokerage commissions. The aggregate purchase price of the 1,450
Shares owned directly by Mr. Lacey is approximately $96,135, excluding brokerage commissions. The aggregate purchase price of
the 192 Shares owned directly by Mr. Titinger is approximately $12,528, including brokerage commissions. The aggregate purchase
price of the 2,500 Shares owned directly by Mr. Waters is approximately $166,593, excluding brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby
amended to add the following:

On March 12, 2018, Starboard
Value LP (together with its affiliates, “Starboard”) issued an open letter to the shareholders of the Issuer responding
to the Issuer’s March 7^th announcement that it intends to hold an extraordinary general meeting of shareholders
(“EGM”) to vote on the implementation of plurality voting and the use of a universal proxy card in contested elections.
In the letter, Starboard expressed its belief that the EGM is unnecessary and designed to improperly delay the 2018 Annual General
Meeting of Shareholders (the “2018 Annual Meeting”) for the purpose of perpetuating the status quo for as long as possible,
as evidenced by the fact that the Issuer disclosed its intention not to hold the 2018 Annual Meeting until July 25, 2018, which
is the last possible day permitted under Israeli law, and a full three months later than the expected meeting date of April 25^th.
Starboard stated in the letter that while neither of the proposals to be presented at the EGM is problematic, there is no need
to delay the 2018 Annual Meeting by three months to accomplish the Issuer’s goal of implementing these changes.

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Page 26 of 36 – SEC Filing

In the letter, Starboard
noted that it would be delivering a letter to the Issuer and its advisors on March 12, 2018 with a proposal that would allow both
of these governance reforms to be implemented with its support and without the unnecessary three-month delay.

To that end, on March 12,
2018, counsel to Starboard delivered a letter to the Issuer’s general counsel proposing a solution to allow the universal
proxy card and plurality voting to be implemented while holding the 2018 Annual Meeting in a timely manner. In the letter,
counsel to Starboard reiterated Starboard’s concerns regarding the Issuer’s unnecessary delay of the 2018 Annual Meeting
as well as its surprise that the Issuer has taken the extraordinary step to hold an unnecessary EGM without having first approached
Starboard to express any concern with the Issuer’s voting procedures for contested elections or to offer to work with Starboard
to alter the Issuer’s voting mechanisms prior to the 2018 Annual Meeting. Counsel to Starboard also stated in the letter
that even if the Issuer believed the only way to implement these voting changes was through amendments to the Issuer’s Articles
at an EGM, the Issuer could have commenced the EGM process more than six weeks ago after Starboard delivered its nomination notice
in mid-January.

In the letter, counsel to
Starboard conveyed Starboard’s commitment to working with the Issuer and its advisors to immediately come to an agreement
for the use of a universal proxy card and plurality voting at the 2018 Annual Meeting on the terms described therein, which are
summarized below:

each of the Issuer and Starboard agree to use reasonable best efforts to implement a universal
proxy card at the 2018 Annual Meeting, in a form substantially similar to that as described in the EGM proxy statement and to provide
all necessary consents from their respective director candidates;

the Issuer agrees to cancel the EGM and immediately schedule and make all necessary preparations
for holding the 2018 Annual Meeting no later than May 15, 2018;

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Page 27 of 36 – SEC Filing

the Issuer agrees to include as the first agenda item at the 2018 Annual Meeting a proposal to
approve an amendment to the Articles to require that in the event of a contested election, directors will be elected by a plurality
of the votes cast (the “Plurality Voting Standard Proposal”), substantially similar to the proposal set forth in the
EGM proxy statement;

Starboard agrees to publicly support, vote all of its shares in favor of, and recommend that shareholders
vote their shares in favor of, the Plurality Voting Standard Proposal at the 2018 Annual Meeting; and

in the event that the Plurality Voting Standard Proposal is not approved at the 2018 Annual Meeting,
Starboard and the Issuer agree that (i) if less than 11 directors are elected at the 2018 Annual Meeting, then those director candidates
receiving the next highest vote would be brought before the Board to fill the resulting vacancies, and (ii) if more than 11 directors
are elected at the 2018 Annual Meeting, then those director candidates receiving the next lowest vote totals would agree to resign,
effective immediately, and not serve as a director.

Starboard stated in its
letter to shareholders that there is no good reason for the Issuer not to work with Starboard to efficiently and expeditiously
agree on the terms of these proposals and, in doing so, avoid a three-month delay in holding the 2018 Annual Meeting. Starboard
further expressed that any unwillingness to implement these proposals will confirm for Starboard, and should for all shareholders,
that the only reason the Issuer is proposing the EGM is to purposely delay the 2018 Meeting in order to entrench the current
management team and Board.

Copies of the March 12^thletters to the Issuer’s shareholders and the Issuer’s general counsel are attached hereto as Exhibits 99.1 and
99.2, respectively, and are incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) –
(c) are hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 51,781,340 Shares outstanding, as of February 9, 2018, which
is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on February 16, 2018.

Starboard V&O Fund

(a)

As of the close of business on March 12, 2018, Starboard V&O Fund beneficially owned 3,758,713
Shares.

Percentage: Approximately 7.3%

(b)

1. Sole power to vote or direct vote: 3,758,713
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,758,713
4. Shared power to dispose or direct the disposition: 0

(c)

The transaction in the Shares by Starboard V&O Fund since the filing of Amendment No. 2 to
the Schedule 13D is set forth in Schedule A and is incorporated herein by reference.

Starboard S LLC

(a)

As of the close of business on March 12, 2018, Starboard S LLC beneficially owned 440,135 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 440,135
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 440,135
4. Shared power to dispose or direct the disposition: 0

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Page 28 of 36 – SEC Filing

(c)

Starboard S LLC has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.

Starboard C LP

(a)

As of the close of business on March 12, 2018, Starboard C LP beneficially owned 247,597 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 247,597
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 247,597
4. Shared power to dispose or direct the disposition: 0

(c)

Starboard C LP has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.

Starboard R LP

(a)

Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of
the 247,597 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)

(c)

Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.

Starboard R GP

(a)

Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of
the 247,597 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)

(c)

Starboard R GP has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.

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Page 29 of 36 – SEC Filing

Starboard Papa LLC

(a)

As of the close of business on March 12, 2018, Starboard Papa LLC beneficially owned 456,609 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 456,609
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 456,609
4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Papa LLC has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.

Starboard Leaders Fund

(a)

Starboard Leaders Fund, as a member of Starboard Papa LLC, may be deemed the beneficial owner of
the 456,609 Shares owned by Starboard Papa LLC.

Percentage: Less than 1%

(b)

(c)

Starboard Leaders Fund has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule
13D.

Starboard A LP

(a)

Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard
Papa LLC, may be deemed the beneficial owner of the 456,609 Shares owned by Starboard Papa LLC.

Percentage: Less than 1%

(b)

(c)

Starboard A LP has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.

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Starboard A GP

(a)

Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of
the 456,609 Shares owned by Starboard Papa LLC.

Percentage: Less than 1%

(b)

(c)

Starboard A GP has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

Starboard Value LP

(a)

As of the close of business on March 12, 2018, 563,567 Shares were held in the Starboard Value
LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Papa LLC, and the
Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 3,758,713 Shares owned
by Starboard V&O Fund, (ii) 440,135 Shares owned by Starboard S LLC, (iii) 247,597 Shares owned by Starboard C LP, (iv) 456,609
Shares owned by Starboard Papa LLC, and (v) 563,567 Shares held in the Starboard Value LP Account.

Percentage: Approximately 10.6%

(b)

1. Sole power to vote or direct vote: 5,466,621
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,466,621
4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Value LP has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transaction in the Shares by Starboard V&O Fund since the filing of Amendment No. 2 to the Schedule
13D is set forth in Schedule A and is incorporated herein by reference.

Starboard Value GP

(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial
owner of the (i) 3,758,713 Shares owned by Starboard V&O Fund, (ii) 440,135 Shares owned by Starboard S LLC, (iii) 247,597
Shares owned by Starboard C LP, (iv) 456,609 Shares owned by Starboard Papa LLC, and (v) 563,567 Shares held in the Starboard Value
LP Account.

Percentage: Approximately 10.6%

(b)

(c)

Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transaction in the Shares by Starboard V&O Fund since the filing of Amendment No. 2 to the Schedule
13D is set forth in Schedule A and is incorporated herein by reference.

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Page 31 of 36 – SEC Filing

Principal Co

(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i)
3,758,713 Shares owned by Starboard V&O Fund, (ii) 440,135 Shares owned by Starboard S LLC, (iii) 247,597 Shares owned by Starboard
C LP, (iv) 456,609 Shares owned by Starboard Papa LLC, and (v) 563,567 Shares held in the Starboard Value LP Account.

Percentage: Approximately 10.6%

(b)

(c)

Principal Co has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transaction in the Shares by Starboard V&O Fund since the filing of Amendment No. 2 to the Schedule
13D is set forth in Schedule A and is incorporated herein by reference.

Principal GP

(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the
(i) 3,758,713 Shares owned by Starboard V&O Fund, (ii) 440,135 Shares owned by Starboard S LLC, (iii) 247,597 Shares owned
by Starboard C LP, (iv) 456,609 Shares owned by Starboard Papa LLC, and (v) 563,567 Shares held in the Starboard Value LP Account.

Percentage: Approximately 10.6%

(b)

(c)

Principal GP has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transaction in the Shares by Starboard V&O Fund since the filing of Amendment No. 2 to the Schedule
13D is set forth in Schedule A and is incorporated herein by reference.

Messrs. Smith, Mitchell and Feld

(a)

Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of
the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner
of the (i) 3,758,713 Shares owned by Starboard V&O Fund, (ii) 440,135 Shares owned by Starboard S LLC, (iii) 247,597 Shares
owned by Starboard C LP, (iv) 456,609 Shares owned by Starboard Papa LLC, and (v) 563,567 Shares held in the Starboard Value LP
Account.

Percentage: Approximately 10.6%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,466,621
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,466,621

(c)

None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the
filing of Amendment No. 2 to the Schedule 13D. The transaction in the Shares by Starboard V&O Fund since the filing of Amendment
No. 2 to the Schedule 13D is set forth in Schedule A and is incorporated herein by reference.

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Page 32 of 36 – SEC Filing

Ms. Cranston

(a)

As of the close of business on March 12, 2018, Ms. Cranston beneficially owned 223 Shares held
directly by the Mary B. Cranston Revocable Trust UAD 05/12/2009, of which she is the trustee.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 223
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 223
4. Shared power to dispose or direct the disposition: 0

(c)

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

Mr. Khazam

(a)

As of the close of business on March 12, 2018, Mr. Khazam beneficially owned 400 Shares held directly
by the Khazam Family Trust, of which he is a co- trustee with his wife.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 400
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 400

(c)

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

Ms. Makov

(a)

As of the close of business on March 12, 2018, Ms. Makov directly owned 200 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 200
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 200
4. Shared power to dispose or direct the disposition: 0

(c)

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

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Mr. Lacey

(a)

As of the close of business on March 12, 2018, Mr. Lacey directly owned 1,450 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 1,450
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,450
4. Shared power to dispose or direct the disposition: 0

(c)

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

Mr. Olson

(a)

As of the close of business on March 12, 2018, Mr. Olson beneficially owned 500 Shares held
directly by the Jon A Olson and Annette L Olson Revocable Trust dated 12/28/1994, of which he is a co-trustee with his wife.

Percentage: Less than 1%

(b)

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

(c)

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

Mr. Titinger

(a)

As of the close of business on March 12, 2018, Mr. Titinger directly owned 192 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 192
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 192
4. Shared power to dispose or direct the disposition: 0

(c)

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

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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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Page 35 of 36 – SEC Filing

SIGNATURES

After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: March 13, 2018

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

Starboard Value and Opportunity
S LLC

By: Starboard Value LP,

its manager

Starboard Value and Opportunity
C LP

By: Starboard Value R LP,

its general partner

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

STARBOARD LEADERS PAPA LLC

By: Starboard Value A LP,

its managing member

Starboard Leaders Fund LP

By: Starboard Value A LP,

its general partner

STARBOARD VALUE A LP

By: Starboard Value A GP LLC,

its general partner

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

STARBOARD PRINCIPAL CO GP LLC

Starboard Value A GP LLC

Starboard Value R GP LLC



By:	/s/ Jeffrey C. Smith
	Name:	Jeffrey C. Smith
	Title:	Authorized Signatory

/s/ Jeffrey C. Smith

Jeffrey C. Smith

Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, Mary B. Cranston, Jonathan Khazam, Thomas Lacey, Efrat Makov, Jon A. Olson, Jorge L. Titinger and Gregory Waters

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Page 36 of 36 – SEC Filing

SCHEDULE A

Transaction in the Shares Since the Filing
of Amendment No. 2 to the Schedule 13D

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD

Exercise of Call Options

460,000

25.0000

02/28/2018

Mary
B. Cranston

Purchase of Ordinary Shares

223

67.5000

01/22/2018

Gregory
L. Waters

Purchase of Ordinary Shares

2,500

66.6370

01/22/2018

Thomas
Lacey

Purchase of Ordinary Shares

1,450

66.3000

01/23/2018

Jonathan
Khazam

Purchase of Ordinary Shares

400

66.5000

01/23/2018

Efrat
Makov

Purchase of Ordinary Shares

200

66.9600

01/25/2018

jon
a. olson

Purchase of Ordinary Shares

500

65.4810

01/29/2018

Jorge
L. Titinger

Purchase of Ordinary Shares

192

65.2500

01/31/2018

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