MLNX Mellanox Technologies Ltd

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 * Prescher Amir	2. Issuer Name and Ticker or Trading Symbol Mellanox Technologies, Ltd. [ MLNX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) SVP End-User Sales & Bus Dev
(Last)          (First)          (Middle) C/O MELLANOX TECHNOLOGIES, LTD., HAKIDMA 26, OFER INDUSTRIAL PARK	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		D(1)		62470	D	$125.00	45703	D
Ordinary Shares	4/27/2020		D(2)		45703	D	$0.00	0	D

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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	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.
(2)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Prescher Amir C/O MELLANOX TECHNOLOGIES, LTD. HAKIDMA 26, OFER INDUSTRIAL PARK YOKNEAM, L3 2069200			SVP End-User Sales & Bus Dev

Signatures
/s/ Alinka Flaminia, as attorney-in-fact for Amir Prescher		4/27/2020
**Signature of Reporting Person		Date