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

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. 1)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)

December 28, 2017

(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).

^* Includes 460,000 shares underlying certain call options
exercisable within 60 days hereof.

^* Includes 460,000 shares underlying certain call options
exercisable within 60 days hereof.

^* Includes 460,000 shares underlying certain call options
exercisable within 60 days hereof.

^* Includes 460,000 shares underlying certain call options
exercisable within 60 days hereof.

^* Includes 460,000 shares underlying certain call options
exercisable within 60 days hereof.

^* Includes 460,000 shares underlying certain call options
exercisable within 60 days hereof.

^* Includes 460,000 shares underlying certain call options
exercisable within 60 days hereof.

^* Includes 460,000 shares underlying certain call options
exercisable within 60 days hereof.

The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.

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 3,298,713 Shares beneficially owned by Starboard V&O Fund is approximately
$154,398,296, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 460,000 Shares
beneficially owned by Starboard V&O Fund is approximately $11,416,326, 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.

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 50,928,819 Shares outstanding, as of October 27, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 3, 2017.

Percentage: Approximately 7.4%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 10.7%

Percentage: Approximately 10.7%

Percentage: Approximately 10.7%

Percentage: Approximately 10.7%

Percentage: Approximately 10.7%

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 or its pecuniary interest therein.

Item 6 is hereby amended
to add the following:

On December 28, 2017,
Starboard V&O Fund exercised all forward purchase contracts previously described in the Schedule 13D and thereby acquired 1,640,000
Shares in the aggregate.  Accordingly, Starboard V&O Fund is no longer a party to any forward purchase contracts.

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 have a strike price of $25.00 per Share and expire on February 28, 2018. The
Call Options are not exercisable until the expiration date, and accordingly, the Reporting Persons do not have voting or dispositive
control over the Shares underlying the Call Options until and unless exercised on such date.

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: January 2, 2018

SCHEDULE A

Transaction in the Shares Since
the Filing of the Schedule 13D

STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD