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

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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) 3,758,713 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 10.7%

(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 the Schedule 13D. The transaction in the Shares on behalf of Starboard V&O Fund since the filing of 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 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:

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.

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