0001567619-20-008481.txt : 20200427
0001567619-20-008481.hdr.sgml : 20200427
20200427155220
ACCESSION NUMBER: 0001567619-20-008481
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200427
FILED AS OF DATE: 20200427
DATE AS OF CHANGE: 20200427
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ahrens Douglas T
CENTRAL INDEX KEY: 0001589800
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33299
FILM NUMBER: 20819820
MAIL ADDRESS:
STREET 1: 215 MOFFETT PARK DRIVE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Mellanox Technologies, Ltd.
CENTRAL INDEX KEY: 0001356104
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 980233400
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 350 OAKMEAD PARKWAY, SUITE 100
CITY: SUNNYVALE
STATE: CA
ZIP: 94085
BUSINESS PHONE: 408-970-3400
MAIL ADDRESS:
STREET 1: 350 OAKMEAD PARKWAY, SUITE 100
CITY: SUNNYVALE
STATE: CA
ZIP: 94085
4
1
doc1.xml
FORM 4
X0306
4
2020-04-27
1
0001356104
Mellanox Technologies, Ltd.
MLNX
0001589800
Ahrens Douglas T
C/O MELLANOX TECHNOLOGIES, INC.
350 OAKMEAD PARKWAY, SUITE 100
SUNNYVALE
CA
94085
0
1
0
0
Chief Financial Officer
Ordinary Shares
2020-04-27
4
D
0
5547
125.00
D
32349
D
Ordinary Shares
2020-04-27
4
D
0
32349
0.00
D
0
D
Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as March 10, 2019 (the "Merger Agreement"), by and among the Issuer, NVIDIA International Holdings, Inc., a Delaware corporation ("Parent"), Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent, and NVIDIA Corporation, a Delaware corporation ("Guarantor") in exchange for cash consideration of $125.00 per share (the "Per Share Merger Consideration"), subject to any applicable withholding taxes.
Pursuant to the terms of the Merger Agreement, on April 27, 2020, each outstanding award of restricted stock units ("Issuer RSU") was assumed by Guarantor and converted into RSUs of Guarantor ("Guarantor RSU"), having substantially the same terms and conditions as the Issuer RSU, but for a number of Guarantor common shares equal to the product of the number of Ordinary Shares of the Issuer underlying the Assumed RSU multiplied by a fraction (such ratio, the "Exchange Ratio"), the numerator of which is the Per Share Merger Consideration and the denominator of which is the volume weighted average price for a common share of Parent on NASDAQ, calculated based on the ten consecutive trading days ending on the third complete trading day prior to (and excluding) the closing date of the Merger.
/s/ Alinka Flaminia, as attorney-in-fact for Douglas T. Ahrens
2020-04-27