FORM 4 [X] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Waldman Eyal		 2. Issuer Name and Ticker or Trading Symbol

Mellanox Technologies, Ltd. [ MLNX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O MELLANOX TECHNOLOGIES, LTD.,, 26 HAKIDMA ST. BEIT MELLANOX		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/27/2020
(Street)

YOKNEAM, L3 2069200
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Ordinary Shares 4/27/2020  A(1)  63000 A$0.00 650504 D  
Ordinary Shares 4/27/2020  D(2)  63000 D$0.00 587504 D  
Ordinary Shares 4/27/2020  D(3)  474933 D$125.00 112571 D  
Ordinary Shares 4/27/2020  D(4)  112571 D$125 0 D  
Ordinary Shares 4/27/2020  D(3)  1426041 D$125.00 0 I By Partnership (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Represent the number of Ordinary Shares issuable pursuant to performance stock units, originally awarded July 25, 2018, based on achievement of performance metrics at 175% ("Issuer PSU"), as certified by the Issuer's board of directors.
(2) 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"), on April 27, 2020, each outstanding Issuer PSU, was assumed by Guarantor and converted into a Guarantor RSU, having substantially the same terms and conditions as the Issuer PSU, other than the performance goals, including the applicable time-based vesting schedule, but for a number of Guarantor common shares equal to the product of the number of Ordinary Shares of the Issuer underlying the Issuer PSU multiplied by the Exchange Ratio.
(3) Disposed of pursuant to the terms of the Merger Agreement, in exchange for cash consideration of $125.00 per share (the "Per Share Merger Consideration"), subject to any applicable withholding taxes.
(4) 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.
(5) Shares held by Waldo Holdings 2, a general partnership formed pursuant to the laws of Israel, of which Mr. Waldman is a general partner. Mr. Waldman has sole voting and dispositive power over all of the shares reported on this Form 4.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Waldman Eyal
C/O MELLANOX TECHNOLOGIES, LTD.,
26 HAKIDMA ST. BEIT MELLANOX
YOKNEAM, L3 2069200		X
President and CEO
Signatures
/s/ Alinka Flaminia, as attorney-in-fact for Eyal Waldman4/27/2020
**Signature of Reporting PersonDate
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