SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ACCEL EUROPE ASSOCIATES LLC (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VARONIS SYSTEMS INC [ VRNS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/08/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Common Stock	05/08/2017		J(1)		1,309,356	D	$0.00	1,309,356	I	See Footnote(2)
Common Stock	05/08/2017		J(1)		31,373	D	$0.00	31,372	I	See Footnote(3)
Common Stock	05/08/2017		J(1)		10,078	A	$0.00	26,568	I	See Footnote(4)
Common Stock	05/08/2017		J(1)		9,112	A	$0.00	30,672	I	See Footnote(5)
Common Stock	05/08/2017		J(1)		7,985	A	$0.00	34,379	I	See Footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person* ACCEL EUROPE ASSOCIATES LLC (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACCEL EUROPE ASSOCIATES LP (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Accel Europe Investors 2004 L.P. (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACCEL EUROPE L P (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SWARTZ JAMES R (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Accel Europe L.P. ("AE") and Accel Europe Investors 2004 L.P. ("AEI") to their respective limited and general partners.

2. The reportable securities are owned directly by AE. James R. Swartz and Kevin Comolli (collectively, the "AEA Managers") are the managers of Accel Europe Associates L.L.C. ("AEA LLC"). AEA LLC is the general partner of Accel Europe Associates L.P. ("AEA LP"), which is the general partner of AE. The AEA Managers, AEA LLC and AEA LP may be deemed to share voting and investment power over the shares held by AE and each disclaim beneficial ownership of shares held by AE except to the extent of any pecuniary interest therein.

3. The reportable securities are owned directly by AEI. The AEA Managers are the managers of AEA LLC. AEA LLC is the general partner of AEI. The AEA Managers and AEA LLC may be deemed to share voting and investment power over the shares held by AEI and each disclaim beneficial ownership of shares held by AEI except to the extent of any pecuniary interest therein.

4. The reportable securities are owned directly by James R. Swartz.

5. The reportable securities are owned directly by Homestake Partners L.P. James R. Swartz is a general partner of Homestake Partners L.P.

6. The reportable securities are owned directly by Burn3, LLC. James R. Swartz is a managing member of Burn3, LLC.

Remarks:

	Accel Europe Associates L.L.C, By: /s/ Jonathan Biggs, attorney-in-fact	05/10/2017
	Accel Europe Associates L.P., By: /s/ Jonathan Biggs, attorney-in-fact	05/10/2017
	Accel Europe Investors 2004 L.P., By: /s/ Jonathan Biggs, attorney-in-fact	05/10/2017
	Accel Europe L.P., By: /s/ Jonathan Biggs, attorney-in-fact	05/10/2017
	James R. Swartz, by: /s/ Jonathan Biggs, attorney-in-fact	05/10/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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