Close

Form SC 13D Mellanox Technologies, Filed by: Starboard Value LP

November 20, 2017 5:26 PM EST

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

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)

 

November 8, 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).

 

CUSIP NO. M51363113

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,006,621  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,006,621  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,006,621*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

 

* Includes 1,640,000 shares underlying certain forward purchase contracts exercisable within 60 days hereof.

  

2

CUSIP NO. M51363113

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,298,713  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,298,713  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,298,713*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.5%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

 

* Includes 1,640,000 shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 

3

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY S LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         440,135  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          440,135  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        440,135  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY C LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         247,597  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          247,597  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        247,597  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE R LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         247,597  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          247,597  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        247,597  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

6

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE R GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         247,597  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          247,597  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        247,597  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

7

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD LEADERS PAPA LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         456,609  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          456,609  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        456,609  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

8

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD LEADERS FUND LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         456,609  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          456,609  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        456,609  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

9

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE A LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         456,609  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          456,609  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        456,609  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

10

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE A GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         456,609  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          456,609  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        456,609  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

11

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,006,621  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,006,621  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,006,621*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

 

* Includes 1,640,000 shares underlying certain forward purchase contracts exercisable within 60 days hereof.

  

12

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,006,621  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,006,621  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,006,621*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

 

* Includes 1,640,000 shares underlying certain forward purchase contracts exercisable within 60 days hereof.

  

13

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,006,621  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,006,621  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,006,621*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

 

* Includes 1,640,000 shares underlying certain forward purchase contracts exercisable within 60 days hereof.

  

14

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        JEFFREY C. SMITH  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         5,006,621  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          5,006,621  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,006,621*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

* Includes 1,640,000 shares underlying certain forward purchase contracts exercisable within 60 days hereof.

  

15

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        MARK R. MITCHELL  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         5,006,621  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          5,006,621  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,006,621*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

* Includes 1,640,000 shares underlying certain forward purchase contracts exercisable within 60 days hereof.

  

16

CUSIP NO. M51363113

 

  1   NAME OF REPORTING PERSON  
         
        PETER A. FELD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         5,006,621  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          5,006,621  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,006,621*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

* Includes 1,640,000 shares underlying certain forward purchase contracts exercisable within 60 days hereof.

  

17

CUSIP NO. M51363113

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.Security and Issuer.

This statement relates to the Ordinary Shares, nominal value NIS 0.0175 per share (the “Shares”), of Mellanox Technologies, Ltd., an Israeli corporation (the “Issuer”). The address of the principal executive offices of the Issuer is Beit Mellanox, Yokneam, Israel 20692.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii)Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
(iii)Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
(iv)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP;
(vi)Starboard Leaders Papa LLC, a Delaware limited liability company (“Starboard Papa LLC”), with respect to the Shares directly and beneficially owned by it;
(vii)Starboard Leaders Fund LP (“Starboard Leaders Fund”), as a member of Starboard Papa LLC;
(viii)Starboard Value A LP (“Starboard A LP”), as the general partner of Starboard Leaders Fund and the managing member of Starboard Papa LLC;
(ix)Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A LP;
(x)Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Papa LLC, Starboard Leaders Fund and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(xi)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
18

CUSIP NO. M51363113

 

(xii)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(xiii)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(xiv)Jeffrey C. Smith, 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;
(xv)Mark R. Mitchell, 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; and
(xvi)Peter A. 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.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, Starboard Papa LLC, Starboard Leaders Fund, Starboard A LP, Starboard A GP and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c)       The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard C LP and Starboard Papa LLC have been formed for the purpose of investing in securities and engaging in all related activities and transactions. The principal business of Starboard Leaders Fund is serving as a private investment partnership. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Papa LLC, Starboard Leaders Fund, and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP. Starboard A LP serves as the general partner of Starboard Leaders Fund and the managing member of Starboard Papa LLC. Starboard A GP serves as the general partner of Starboard A LP. Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.

19

CUSIP NO. M51363113

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Smith, Mitchell and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

Item 3.Source and Amount of Funds or Other Consideration.

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 B, which is incorporated by reference herein. The aggregate purchase price of the 1,658,713 Shares beneficially owned by Starboard V&O Fund is approximately $79,407,984, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 1,640,000 Shares by Starboard V&O Fund is approximately $74,750,192, excluding 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.

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons have been following the Issuer for years as part of their coverage of the semiconductor industry, and have been noting the growing disparity between the Issuer’s margins, growth, and stock price performance compared to its peer group.  The Reporting Persons’ interest in the Issuer is solely based on their view that tremendous value can be created through operational improvements or other strategic alternatives.

Peter A. Feld, a principal of Starboard Value LP, is a director of Marvell Technology Group Ltd. (“Marvell”), which is a competitor in certain business lines of the Issuer.  In the past, Marvell has expressed an interest in discussing with the Issuer a potential strategic transaction on a negotiated friendly basis. The Issuer has declined to enter into any such discussions. To the knowledge of the Reporting Persons there are no current discussions regarding a strategic transaction between Marvell and the Issuer and Mr. Feld, while continuing to serve as a director of Marvell, has agreed that he would recuse himself from participation in any discussions at Marvell regarding any potential interest in the Issuer.

20

CUSIP NO. M51363113

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.Interest in Securities of the Issuer.

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.

A.Starboard V&O Fund
(a)As of the close of business on November 20, 2017, Starboard V&O Fund beneficially owned 3,298,713 Shares, including 1,640,000 Shares underlying certain forward purchase contracts.

Percentage: Approximately 6.5%

(b)1. Sole power to vote or direct vote: 3,298,713
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,298,713
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
21

CUSIP NO. M51363113

 

B.Starboard S LLC
(a)As of the close of business on November 20, 2017, 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

 

(c)The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
C.Starboard C LP
(a)As of the close of business on November 20, 2017, 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)The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
D.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)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 R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
E.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%

22

CUSIP NO. M51363113

(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 R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

F.Starboard Papa LLC
(a)As of the close of business on November 20, 2017, 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)The transactions in the Shares by Starboard Papa LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
G.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)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 Leaders Fund has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard Papa LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference
H.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)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

 

23

CUSIP NO. M51363113

 

(c)Starboard A LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard Papa LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I.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)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 A GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard Papa LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
J.Starboard Value LP
(a)As of the close of business on November 20, 2017, 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) 3,298,713 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 9.8%

(b)1. Sole power to vote or direct vote: 5,006,621
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,006,621
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Papa LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
K.Starboard Value GP
(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 3,298,713 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 9.8%

24

CUSIP NO. M51363113

(b)1. Sole power to vote or direct vote: 5,006,621
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,006,621
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Papa LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
L.Principal Co
(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 3,298,713 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 9.8%

(b)1. Sole power to vote or direct vote: 5,006,621
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,006,621
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Papa LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
M.Principal GP
(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 3,298,713 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 9.8%

(b)1. Sole power to vote or direct vote: 5,006,621
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,006,621
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Papa LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
25

CUSIP NO. M51363113

 

N.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) 3,298,713 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 9.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,006,621
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,006,621

 

(c)None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Papa LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are 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 or its pecuniary interest therein.

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Starboard V&O Fund entered into forward purchase contracts with UBS as the counterparty on the dates referenced in Schedule B providing for the purchase of an aggregate of 1,640,000 Shares having an aggregate purchase price of $74,750,192 (each a “Forward Contract”). Each of the Forward Contracts has a final valuation date of April 26, 2019, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to UBS of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. Each of the Forward Contracts provides for physical settlement. Until the settlement date, none of the Forward Contracts give the Reporting Persons voting or dispositive control over the Shares to which such contracts relate.

Starboard V&O Fund purchased in the over-the-counter market European-style call options on the date referenced in Schedule B 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.

26

CUSIP NO. M51363113

On November 20, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Leaders Papa LLC, Starboard Leaders Fund LP, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark R. Mitchell, and Peter A. Feld, dated November 20, 2017.
99.2Power of Attorney for Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated September 15, 2011.

27

CUSIP NO. M51363113

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: November 20, 2017

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 and Peter A. Feld

 

28

CUSIP NO. M51363113

  

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd

Name and Position Principal Occupation Principal Business Address Citizenship
       

Patrick Agemian

Director

Director of Global Funds Management, Ltd.

PO Box 10034, Harbour Place

2nd Floor

103 South Church Street

Grand Cayman

Cayman Islands, KY1-1001

Canada
       

Mark R. Mitchell

Director*

     
       

Don Seymour

Director

Managing Director of dms Governance

dms Governance

dms House, 20 Genesis Close

P.O. Box 31910

Grand Cayman

Cayman Islands, KY1-1208

 

 

Cayman Islands

* Mr. Mitchell is a Reporting Person and, as such, the information with respect to Mr. Mitchell called for by Item 2 of Schedule 13D is set forth therein.

CUSIP NO. M51363113

SCHEDULE B

Transactions in the Shares During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

 

Purchase of Common Stock 4,895 44.9796 10/24/2017
Purchase of Common Stock 4,894 44.9796 10/24/2017
Purchase of Common Stock 5,063 44.9806 10/24/2017
Purchase of Common Stock 5,063 44.9806 10/24/2017
Purchase of Common Stock 148,237 45.0349 10/24/2017
Purchase of Common Stock 148,237 45.0349 10/24/2017
Purchase of Common Stock 1,280 45.0985 10/24/2017
Purchase of Common Stock 1,280 45.0985 10/24/2017
Purchase of Common Stock 9,797 45.1055 10/24/2017
Purchase of Common Stock 9,797 45.1055 10/24/2017
Purchase of Common Stock 21,461 45.1273 10/24/2017
Purchase of Common Stock 21,460 45.1273 10/24/2017
Purchase of Common Stock 489 45.1500 10/25/2017
Purchase of Common Stock 490 45.1500 10/25/2017
Purchase of Common Stock 11,366 45.2073 10/25/2017
Purchase of Common Stock 11,366 45.2073 10/25/2017
Purchase of Common Stock 8,703 45.2738 10/25/2017
Purchase of Common Stock 8,703 45.2738 10/25/2017
Purchase of Common Stock 38,403 45.4531 10/25/2017
Purchase of Common Stock 38,403 45.4531 10/25/2017

CUSIP NO. M51363113

Purchase of Common Stock 64,005 45.5055 10/25/2017
Purchase of Common Stock 64,005 45.5055 10/25/2017
Purchase of Common Stock 12,057 45.5343 10/25/2017
Purchase of Common Stock 12,058 45.5343 10/25/2017
Purchase of Common Stock 13,314 44.0613 10/26/2017
Purchase of Common Stock 13,314 44.0613 10/26/2017
Purchase of Common Stock 15,813 44.4061 10/26/2017
Purchase of Common Stock 15,813 44.4061 10/26/2017
Purchase of Common Stock 14,458 44.4544 10/26/2017
Purchase of Common Stock 14,458 44.4544 10/26/2017
Purchase of Common Stock 13,426 44.5413 10/26/2017
Purchase of Common Stock 13,426 44.5413 10/26/2017
Purchase of Common Stock 93,972 44.6656 10/26/2017
Purchase of Common Stock 93,972 44.6656 10/26/2017
Purchase of Common Stock 51,052 45.1686 10/26/2017
Purchase of Common Stock 51,052 45.1686 10/26/2017
Purchase of Common Stock 9,413 45.6499 10/26/2017
Purchase of Common Stock 9,412 45.6499 10/26/2017
Purchase of Forward Contract 300,000 45.7500 10/26/2017
Sale of Common Stock (150,000) 45.7500 10/26/2017
Sale of Common Stock (150,000) 45.7500 10/26/2017
Purchase of Common Stock 9,074 45.0059 10/27/2017
Purchase of Common Stock 9,073 45.0059 10/27/2017
Purchase of Common Stock 66,017 45.1990 10/27/2017
Purchase of Common Stock 66,017 45.1990 10/27/2017
Purchase of Common Stock 15,147 45.2081 10/27/2017

CUSIP NO. M51363113

Purchase of Forward Contract 15,147 45.2081 10/27/2017
Purchase of Common Stock 84,289 45.8654 10/27/2017
Purchase of Common Stock 84,288 45.8654 10/27/2017
Purchase of Common Stock 5,120 46.9015 10/30/2017
Purchase of Common Stock 5,121 46.9015 10/30/2017
Purchase of Common Stock 43,825 47.2817 10/30/2017
Purchase of Common Stock 43,825 47.2817 10/30/2017
Purchase of Common Stock 88,477 46.9794 10/31/2017
Purchase of Common Stock 88,478 46.9794 10/31/2017
Purchase of Common Stock 18,825 47.3500 10/31/2017
Purchase of Common Stock 18,825 47.3500 10/31/2017
Purchase of Common Stock 10,249 46.0473 11/01/2017
Purchase of Common Stock 10,249 46.0473 11/01/2017
Purchase of Common Stock 4,731 46.1000 11/01/2017
Purchase of Common Stock 4,731 46.1000 11/01/2017
Sale of Common Stock (150,000) 44.2908 11/02/2017
Sale of Common Stock (150,000) 44.2908 11/02/2017
Purchase of Forward Contract 300,000 44.3126 11/02/2017
Purchase of Common Stock 24,090 44.5109 11/02/2017
Purchase of Common Stock 24,090 44.5109 11/02/2017
Purchase of Common Stock 14,980 44.0851 11/03/2017
Purchase of Common Stock 14,980 44.0851 11/03/2017
Sale of Common Stock (150,000) 44.1650 11/03/2017
Sale of Common Stock (150,000) 44.1650 11/03/2017
Purchase of Forward Contract 300,000 44.1900 11/03/2017

CUSIP NO. M51363113

Purchase of Common Stock 9,400 45.2883 11/06/2017
Purchase of Common Stock 9,400 45.2883 11/06/2017
Purchase of Common Stock 9,325 45.5003 11/06/2017
Purchase of Common Stock 9,325 45.5003 11/06/2017
Sale of Common Stock (150,000) 45.9684 11/06/2017
Sale of Common Stock (150,000) 45.9684 11/06/2017
Purchase of Forward Contract 300,000 45.9850 11/06/2017
Purchase of Common Stock 7,490 45.9930 11/07/2017
Purchase of Common Stock 7,490 45.9930 11/07/2017
Sale of Common Stock (150,000) 46.1568 11/07/2017
Sale of Common Stock (150,000) 46.1568 11/07/2017
Purchase of Forward Contract 300,000 46.1718 11/07/2017
Purchase of Common Stock 97,557 46.0957 11/08/2017
Purchase of Common Stock 97,557 46.0957 11/08/2017
Purchase of Common Stock 75 47.9000 11/08/2017
Purchase of Common Stock 75 47.9000 11/08/2017
Purchase of Common Stock 322,407 48.4663 11/08/2017
Purchase of Common Stock 322,407 48.4663 11/08/2017
Purchase of Common Stock 8,058 48.9844 11/08/2017
Purchase of Common Stock 8,058 48.9844 11/08/2017
Purchase of Common Stock 124,946 49.8120 11/08/2017
Purchase of Common Stock 124,946 49.8120 11/08/2017
Sale of Common Stock (100,000) 49.8593 11/08/2017
Sale of Common Stock (100,000) 49.8593 11/08/2017
Purchase of Forward Contract 200,000 49.8705 11/08/2017
Sale of Common Stock (75,000) 49.0006 11/09/2017
Sale of Common Stock (75,000) 49.0006 11/09/2017
Purchase of Common Stock 187 49.0050 11/09/2017

CUSIP NO. M51363113

Purchase of Common Stock 187 49.0050 11/09/2017
Purchase of Common Stock 35,984 49.0070 11/09/2017
Purchase of Common Stock 35,983 49.0070 11/09/2017
Purchase of Forward Contract 150,000 49.0432 11/09/2017
Purchase of Common Stock 591 49.0747 11/09/2017
Purchase of Common Stock 591 49.0747 11/09/2017
Purchase of Common Stock 217 49.1000 11/09/2017
Purchase of Common Stock 217 49.1000 11/09/2017
Purchase of Common Stock 2,523 49.1455 11/10/2017
Purchase of Common Stock 2,522 49.1455 11/10/2017
Purchase of Common Stock 24,230 49.4205 11/10/2017
Purchase of Common Stock 24,230 49.4205 11/10/2017
Purchase of Common Stock 46,064 49.4372 11/10/2017
Purchase of Common Stock 46,063 49.4372 11/10/2017
Sale of Common Stock (37,500) 48.8135 11/13/2017
Sale of Common Stock (37,500) 48.8135 11/13/2017
Purchase of Forward Contract 75,000 48.8289 11/13/2017
Purchase of Common Stock 26,215 48.8379 11/13/2017
Purchase of Common Stock 26,215 48.8379 11/13/2017
Purchase of Common Stock 16,628 48.8500 11/13/2017
Purchase of Common Stock 16,628 48.8500 11/13/2017
Purchase of Common Stock 17,366 49.0119 11/13/2017
Purchase of Common Stock 17,365 49.0119 11/13/2017
Purchase of Common Stock 3,883 48.6998 11/14/2017
Purchase of Common Stock 3,883 48.6998 11/14/2017
Sale of Common Stock (50,000) 48.7246 11/14/2017

CUSIP NO. M51363113

Sale of Common Stock (50,000) 48.7246 11/14/2017
Purchase of Common Stock 36,437 48.7271 11/14/2017
Purchase of Common Stock 36,437 48.7271 11/14/2017
Purchase of Forward Contract 100,000 48.7452 11/14/2017
Purchase of Common Stock 44,303 48.8250 11/14/2017
Purchase of Common Stock 44,303 48.8250 11/14/2017
Purchase of Common Stock 16,681 48.5513 11/15/2017
Purchase of Common Stock 16,681 48.5513 11/15/2017
Purchase of Common Stock 48,685 48.7539 11/15/2017
Purchase of Common Stock 48,685 48.7539 11/15/2017
Sale of Common Stock (37,500) 48.7979 11/15/2017
Sale of Common Stock (37,500) 48.7979 11/15/2017
Purchase of Forward Contract 75,000 48.8213 11/15/2017
Purchase of Common Stock 37 49.4250 11/16/2017
Purchase of Common Stock 37 49.4250 11/16/2017
Purchase of Common Stock 3,745 49.4305 11/16/2017
Purchase of Common Stock 3,745 49.4305 11/16/2017
Purchase of Common Stock 8,089 49.3235 11/16/2017
Purchase of Common Stock 8,089 49.3235 11/16/2017
Purchase of Common Stock 46,208 49.3764 11/16/2017
Purchase of Common Stock 46,208 49.3764 11/16/2017
Sale of Forward Contract (460,000) 49.5500 11/16/2017
Purchase of Call Options 460,000* 24.8181 11/16/2017

 

* Represents shares underlying European-style call options purchased in the over-the-counter market. These call options have a strike price of $25.00 per share and expire on February 28, 2018. 

CUSIP NO. M51363113

 

 

 

Starboard Value and Opportunity S LLC

 

Purchase of Common Stock 1,157 44.9796 10/24/2017
Purchase of Common Stock 1,197 44.9806 10/24/2017
Purchase of Common Stock 35,042 45.0349 10/24/2017
Purchase of Common Stock 303 45.0985 10/24/2017
Purchase of Common Stock 2,316 45.1055 10/24/2017
Purchase of Common Stock 5,073 45.1273 10/24/2017
Purchase of Common Stock 116 45.1500 10/25/2017
Purchase of Common Stock 2,687 45.2073 10/25/2017
Purchase of Common Stock 2,057 45.2738 10/25/2017
Purchase of Common Stock 9,078 45.4531 10/25/2017
Purchase of Common Stock 15,130 45.5055 10/25/2017
Purchase of Common Stock 2,850 45.5343 10/25/2017
Purchase of Common Stock 3,147 44.0613 10/26/2017
Purchase of Common Stock 3,738 44.4061 10/26/2017
Purchase of Common Stock 3,417 44.4544 10/26/2017
Purchase of Common Stock 3,174 44.5413 10/26/2017
Purchase of Common Stock 22,214 44.6656 10/26/2017
Purchase of Common Stock 12,068 45.1686 10/26/2017
Purchase of Common Stock 2,225 45.6499 10/26/2017
Purchase of Common Stock 2,145 45.0059 10/27/2017
Purchase of Common Stock 15,606 45.1990 10/27/2017
Purchase of Common Stock 3,581 45.2081 10/27/2017
Purchase of Common Stock 19,925 45.8654 10/27/2017
Purchase of Common Stock 1,210 46.9015 10/30/2017
Purchase of Common Stock 10,359 47.2817 10/30/2017

CUSIP NO. M51363113

Purchase of Common Stock 20,915 46.9794 10/31/2017
Purchase of Common Stock 4,450 47.3500 10/31/2017
Purchase of Common Stock 2,381 46.0473 11/01/2017
Purchase of Common Stock 1,099 46.1000 11/01/2017
Purchase of Common Stock 5,597 44.5109 11/02/2017
Purchase of Common Stock 3,480 44.0851 11/03/2017
Purchase of Common Stock 2,184 45.2883 11/06/2017
Purchase of Common Stock 2,166 45.5003 11/06/2017
Purchase of Common Stock 1,740 45.9930 11/07/2017
Purchase of Common Stock 22,664 46.0957 11/08/2017
Purchase of Common Stock 17 47.9000 11/08/2017
Purchase of Common Stock 74,898 48.4663 11/08/2017
Purchase of Common Stock 1,872 48.9844 11/08/2017
Purchase of Common Stock 29,026 49.8120 11/08/2017
Purchase of Common Stock 44 49.0050 11/09/2017
Purchase of Common Stock 8,359 49.0070 11/09/2017
Purchase of Common Stock 138 49.0747 11/09/2017
Purchase of Common Stock 51 49.1000 11/09/2017
Purchase of Common Stock 586 49.1455 11/10/2017
Purchase of Common Stock 5,629 49.4205 11/10/2017
Purchase of Common Stock 10,701 49.4372 11/10/2017
Purchase of Common Stock 6,090 48.8379 11/13/2017
Purchase of Common Stock 3,863 48.8500 11/13/2017
Purchase of Common Stock 4,034 49.0119 11/13/2017
Purchase of Common Stock 902 48.6998 11/14/2017

CUSIP NO. M51363113

Purchase of Common Stock 8,464 48.7271 11/14/2017
Purchase of Common Stock 10,292 48.8250 11/14/2017
Purchase of Common Stock 3,875 48.5513 11/15/2017
Purchase of Common Stock 11,310 48.7539 11/15/2017
Purchase of Common Stock 9 49.4250 11/16/2017
Purchase of Common Stock 870 49.4305 11/16/2017
Purchase of Common Stock 1,879 49.3235 11/16/2017
Purchase of Common Stock 10,735 49.3764 11/16/2017

 

Starboard Value and Opportunity C LP

 

Purchase of Common Stock 650 44.9796 10/24/2017
Purchase of Common Stock 673 44.9806 10/24/2017
Purchase of Common Stock 19,686 45.0349 10/24/2017
Purchase of Common Stock 170 45.0985 10/24/2017
Purchase of Common Stock 1,301 45.1055 10/24/2017
Purchase of Common Stock 2,850 45.1273 10/24/2017
Purchase of Common Stock 65 45.1500 10/25/2017
Purchase of Common Stock 1,509 45.2073 10/25/2017
Purchase of Common Stock 1,156 45.2738 10/25/2017
Purchase of Common Stock 5,100 45.4531 10/25/2017
Purchase of Common Stock 8,500 45.5055 10/25/2017
Purchase of Common Stock 1,601 45.5343 10/25/2017
Purchase of Common Stock 1,768 44.0613 10/26/2017
Purchase of Common Stock 2,100 44.4061 10/26/2017
Purchase of Common Stock 1,920 44.4544 10/26/2017
Purchase of Common Stock 1,783 44.5413 10/26/2017

CUSIP NO. M51363113

Purchase of Common Stock 12,479 44.6656 10/26/2017
Purchase of Common Stock 6,780 45.1686 10/26/2017
Purchase of Common Stock 1,250 45.6499 10/26/2017
Purchase of Common Stock 1,205 45.0059 10/27/2017
Purchase of Common Stock 8,767 45.1990 10/27/2017
Purchase of Common Stock 2,011 45.2081 10/27/2017
Purchase of Common Stock 11,194 45.8654 10/27/2017
Purchase of Common Stock 680 46.9015 10/30/2017
Purchase of Common Stock 5,820 47.2817 10/30/2017
Purchase of Common Stock 11,750 46.9794 10/31/2017
Purchase of Common Stock 2,500 47.3500 10/31/2017
Purchase of Common Stock 1,341 46.0473 11/01/2017
Purchase of Common Stock 619 46.1000 11/01/2017
Purchase of Common Stock 3,152 44.5109 11/02/2017
Purchase of Common Stock 1,960 44.0851 11/03/2017
Purchase of Common Stock 1,230 45.2883 11/06/2017
Purchase of Common Stock 1,220 45.5003 11/06/2017
Purchase of Common Stock 980 45.9930 11/07/2017
Purchase of Common Stock 12,764 46.0957 11/08/2017
Purchase of Common Stock 10 47.9000 11/08/2017
Purchase of Common Stock 42,184 48.4663 11/08/2017
Purchase of Common Stock 1,054 48.9844 11/08/2017
Purchase of Common Stock 16,348 49.8120 11/08/2017
Purchase of Common Stock 25 49.0050 11/09/2017
Purchase of Common Stock 4,708 49.0070 11/09/2017
Purchase of Common Stock 77 49.0747 11/09/2017

CUSIP NO. M51363113

Purchase of Common Stock 28 49.1000 11/09/2017
Purchase of Common Stock 330 49.1455 11/10/2017
Purchase of Common Stock 3,170 49.4205 11/10/2017
Purchase of Common Stock 6,027 49.4372 11/10/2017
Purchase of Common Stock 3,430 48.8379 11/13/2017
Purchase of Common Stock 2,175 48.8500 11/13/2017
Purchase of Common Stock 2,272 49.0119 11/13/2017
Purchase of Common Stock 508 48.6998 11/14/2017
Purchase of Common Stock 4,767 48.7271 11/14/2017
Purchase of Common Stock 5,797 48.8250 11/14/2017
Purchase of Common Stock 2,182 48.5513 11/15/2017
Purchase of Common Stock 6,370 48.7539 11/15/2017
Purchase of Common Stock 5 49.4250 11/16/2017
Purchase of Common Stock 490 49.4305 11/16/2017
Purchase of Common Stock 1,059 49.3235 11/16/2017
Purchase of Common Stock 6,047 49.3764 11/16/2017

 

STARBOARD Leaders papa llc

 

Purchase of Common Stock 975 49.6134 11/17/2017
Purchase of Common Stock 2,099 49.6379 11/17/2017
Purchase of Common Stock 120,343 49.8560 11/17/2017
Purchase of Common Stock 71,745 49.8822 11/17/2017
Purchase of Common Stock 51,447 49.9503 11/17/2017

Purchase of Common Stock 50,000 50.1000 11/20/2017
Purchase of Common Stock 103,612 51.0891 11/20/2017
Purchase of Common Stock 56,388 51.0719 11/20/2017

 

 

CUSIP NO. M51363113

 

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Purchase of Common Stock 1,404 44.9796 10/24/2017
Purchase of Common Stock 1,452 44.9806 10/24/2017
Purchase of Common Stock 42,522 45.0349 10/24/2017
Purchase of Common Stock 367 45.0985 10/24/2017
Purchase of Common Stock 2,811 45.1055 10/24/2017
Purchase of Common Stock 6,156 45.1273 10/24/2017
Purchase of Common Stock 140 45.1500 10/25/2017
Purchase of Common Stock 3,260 45.2073 10/25/2017
Purchase of Common Stock 2,497 45.2738 10/25/2017
Purchase of Common Stock 11,016 45.4531 10/25/2017
Purchase of Common Stock 18,360 45.5055 10/25/2017
Purchase of Common Stock 3,459 45.5343 10/25/2017
Purchase of Common Stock 3,819 44.0613 10/26/2017
Purchase of Common Stock 4,536 44.4061 10/26/2017
Purchase of Common Stock 4,147 44.4544 10/26/2017
Purchase of Common Stock 3,852 44.5413 10/26/2017
Purchase of Common Stock 26,956 44.6656 10/26/2017
Purchase of Common Stock 14,645 45.1686 10/26/2017
Purchase of Common Stock 2,700 45.6499 10/26/2017
Purchase of Common Stock 2,603 45.0059 10/27/2017
Purchase of Common Stock 18,937 45.1990 10/27/2017
Purchase of Common Stock 4,345 45.2081 10/27/2017
Purchase of Common Stock 24,178 45.8654 10/27/2017
Purchase of Common Stock 1,469 46.9015 10/30/2017
Purchase of Common Stock 12,571 47.2817 10/30/2017
Purchase of Common Stock 25,380 46.9794 10/31/2017

CUSIP NO. M51363113

Purchase of Common Stock 5,400 47.3500 10/31/2017
Purchase of Common Stock 3,147 46.0473 11/01/2017
Purchase of Common Stock 1,453 46.1000 11/01/2017
Purchase of Common Stock 7,398 44.5109 11/02/2017
Purchase of Common Stock 4,600 44.0851 11/03/2017
Purchase of Common Stock 2,886 45.2883 11/06/2017
Purchase of Common Stock 2,864 45.5003 11/06/2017
Purchase of Common Stock 2,300 45.9930 11/07/2017
Purchase of Common Stock 29,958 46.0957 11/08/2017
Purchase of Common Stock 23 47.9000 11/08/2017
Purchase of Common Stock 99,004 48.4663 11/08/2017
Purchase of Common Stock 2,475 48.9844 11/08/2017
Purchase of Common Stock 38,368 49.8120 11/08/2017
Purchase of Common Stock 57 49.0050 11/09/2017
Purchase of Common Stock 11,050 49.0070 11/09/2017
Purchase of Common Stock 182 49.0747 11/09/2017
Purchase of Common Stock 67 49.1000 11/09/2017
Purchase of Common Stock 775 49.1455 11/10/2017
Purchase of Common Stock 7,441 49.4205 11/10/2017
Purchase of Common Stock 14,145 49.4372 11/10/2017
Purchase of Common Stock 8,050 48.8379 11/13/2017
Purchase of Common Stock 5,106 48.8500 11/13/2017
Purchase of Common Stock 5,333 49.0119 11/13/2017
Purchase of Common Stock 1,193 48.6998 11/14/2017
Purchase of Common Stock 11,189 48.7271 11/14/2017
Purchase of Common Stock 13,605 48.8250 11/14/2017

CUSIP NO. M51363113

Purchase of Common Stock 5,122 48.5513 11/15/2017
Purchase of Common Stock 14,950 48.7539 11/15/2017
Purchase of Common Stock 12 49.4250 11/16/2017
Purchase of Common Stock 1,150 49.4305 11/16/2017
Purchase of Common Stock 2,484 49.3235 11/16/2017
Purchase of Common Stock 14,188 49.3764 11/16/2017
Purchase of Common Stock 15 49.6134 11/17/2017
Purchase of Common Stock 34 49.6379 11/17/2017
Purchase of Common Stock 1,957 49.8560 11/17/2017
Purchase of Common Stock 1,167 49.8822 11/17/2017
Purchase of Common Stock 837 49.9503 11/17/2017

 


Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to Ordinary Shares, nominal value NIS 0.0175 per share, of Mellanox Technologies, Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: November 20, 2017

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 and Peter A. Feld

 

 

 

Exhibit 99.2

 

 

POWER OF ATTORNEY

The undersigned hereby appoints Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP and Starboard Principal Co GP LLC or any of their respective affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, under this Power of Attorney shall continue with respect to the undersigned until revoked in writing.

 

Date: September 15, 2011  
   
   
/s/ Jeffrey C. Smith  
Jeffrey C. Smith  

 

 

/s/ Mark R. Mitchell  
Mark R. Mitchell  

 

 

/s/ Peter A. Feld  
Peter A. Feld  

 



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings

Related Entities

13D, Starboard Value