Edgar Filing: Mellanox Technologies, Ltd.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SEQUOIA CAPITAL VIII

2. Issuer Name and Ticker or Trading Symbol
Mellanox Technologies, Ltd. [MLNX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING 4-180

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2007

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	02/13/2007⁽¹⁾		C		1,142,855	A	⁽¹⁾	1,142,855 ⁽²⁾	I	See Footnote ⁽²⁾
Ordinary Shares	02/13/2007⁽¹⁾		C		800,000	A	⁽¹⁾	800,000 ⁽³⁾	I	See Footnote ⁽³⁾
Ordinary Shares	02/13/2007⁽¹⁾		C		108,570	A	⁽¹⁾	108,570 ⁽⁴⁾	I	See Footnote ⁽⁴⁾
Ordinary Shares	02/13/2007⁽¹⁾		C		257,129	A	⁽¹⁾	257,129 ⁽⁵⁾	I	See Footnote ⁽⁵⁾
Ordinary Shares	02/13/2007⁽⁶⁾		C		477,941	A	⁽⁶⁾	477,941 ⁽⁷⁾	I	See Footnote ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Preferred Shares

⁽¹⁾

02/13/2007

1,142,855

⁽⁸⁾

Ordinary Shares

1,142,855 ⁽²⁾

$ 0

See Footnote ⁽²⁾

Series A-2 Preferred Shares

⁽¹⁾

02/13/2007

800,000

⁽⁸⁾

Ordinary Shares

800,000 ⁽³⁾

$ 0

See Footnote ⁽³⁾

Series B-1 Preferred Shares

⁽¹⁾

02/13/2007

108,570

⁽⁸⁾

Ordinary Shares

108,570 ⁽⁴⁾

$ 0

See Footnote ⁽⁴⁾

Series B-2 Preferred Shares

⁽¹⁾

02/13/2007

257,129

⁽⁸⁾

Ordinary Shares

257,129 ⁽⁵⁾

$ 0

See Footnote ⁽⁵⁾

Series D Preferred Shares

⁽⁶⁾

02/13/2007

280,959

⁽⁸⁾

Ordinary Shares

477,941 ⁽⁶⁾ ⁽⁷⁾

$ 0

See Footnote ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SEQUOIA CAPITAL VIII 3000 SAND HILL ROAD BUILDING 4-180 MENLO PARK, CA 94025		X
SEQUOIA CAPITAL FRANCHISE FUND LP 3000 SAND HILL ROAD BUILDING 4-180 MENLO PARK, CA 94025		X
SITP VIII-Q LIQUIDATING TRUST 3000 SAND HILL ROAD BUILDING 4-180 MENLO PARK, CA 94025		X
SEQUOIA CAPITAL FRANCHISE PARTNERS LP 3000 SAND HILL ROAD BUILDING 4-180 MENLO PARK, CA 94025		X
CMS PARTNERS LLC 3000 SAND HILL ROAD BUILDING 4-180 MENLO PARK, CA 94025		X

Signatures

/s/ Douglas M. Leone		02/15/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Upon the closing of the Issuer's initial public offering, these Preferred Shares were automatically converted into Ordinary Shares on a 1-for-1 basis.
(2)	Includes 1,035,771 shares held by Sequoia Capital VIII, 68,571 shares held by SITP VIII-Q Liquidating Trust, 22,857 shares held by CMS Partners LLC, 13,142 shares held by SITP VIII Liquidating Trust and 2,514 shares held by Sequoia 1997. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
(3)	Includes 725,040 shares held by Sequoia Capital VIII, 48,000 shares held by SITP VIII-Q Liquidating Trust, 16,000 shares held by CMS Partners LLC, 9,200 shares held by SITP VIII Liquidating Trust and 1,760 shares held by Sequoia 1997. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
(4)	Includes 95,542 shares held by Sequoia Capital Franchise Fund and 13,028 shares held by Sequoia Capital Franchise Partners. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
(5)	Includes 226,273 shares held by Sequoia Capital Franchise Fund and 30,856 shares held by Sequoia Capital Franchise Partners. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
(6)	Upon the closing of the Issuer's initial public offering, each Series D Preferred Share was automatically converted into Ordinary Shares at a rate of 1 to 1.7011.
(7)	Includes 420,589 shares held by Sequoia Capital Franchise Fund and 57,352 shares held by Sequoia Capital Franchise Partners. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
(8)	All Preferred Shares were convertible into Ordinary Shares at any time and had no expiration date. All outstanding Preferred Shares were automatically converted into Ordinary Shares upon the closing of the Issuer's initial public offering.

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