4//SEC Filing
Waldman Eyal 4
Accession 0001567619-20-008471
CIK 0001356104other
Filed
Apr 26, 8:00 PM ET
Accepted
Apr 27, 3:44 PM ET
Size
13.1 KB
Accession
0001567619-20-008471
Insider Transaction Report
Form 4
Waldman Eyal
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Ordinary Shares
2020-04-27$125.00/sh−474,933$59,366,625→ 112,571 total - Disposition to Issuer
Ordinary Shares
2020-04-27$125.00/sh−1,426,041$178,255,125→ 0 total(indirect: By Partnership) - Disposition to Issuer
Ordinary Shares
2020-04-27−63,000→ 587,504 total - Disposition to Issuer
Ordinary Shares
2020-04-27$125.00/sh−112,571$14,071,375→ 0 total - Award
Ordinary Shares
2020-04-27+63,000→ 650,504 total
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
Mellanox Technologies, Ltd.
CIK 0001356104
Entity typeother
Related Parties
1- filerCIK 0001388925
Filing Metadata
- Form type
- 4
- Filed
- Apr 26, 8:00 PM ET
- Accepted
- Apr 27, 3:44 PM ET
- Size
- 13.1 KB