SEC FORM 4

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

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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

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)
03/05/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/05/2014		C		4,718,764	A	⁽¹⁾	4,761,296	I	Directly owned by Accel Europe L.P. See Explanation of Response⁽²⁾
Common Stock	03/05/2014		C		113,064	A	⁽¹⁾	114,083	I	Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			2,441,500	⁽¹⁾	⁽¹⁾	Common Stock	2,441,500	$0.00	0	I	Directly owned by Accel Europe L.P. See Explanation of Response⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			58,500	⁽¹⁾	⁽¹⁾	Common Stock	58,500	$0.00	0	I	Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			1,226,885	⁽¹⁾	⁽¹⁾	Common Stock	1,226,885	$0.00	0	I	Directly owned by Accel Europe L.P. See Explanation of Response⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			29,397	⁽¹⁾	⁽¹⁾	Common Stock	29,397	$0.00	0	I	Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			561,565	⁽¹⁾	⁽¹⁾	Common Stock	561,565	$0.00	0	I	Directly owned by Accel Europe L.P. See Explanation of Response⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			13,455	⁽¹⁾	⁽¹⁾	Common Stock	13,455	$0.00	0	I	Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			362,880	⁽¹⁾	⁽¹⁾	Common Stock	362,880	$0.00	0	I	Directly owned by Accel Europe L.P. See Explanation of Response⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			8,695	⁽¹⁾	⁽¹⁾	Common Stock	8,695	$0.00	0	I	Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response⁽³⁾
Series E Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			125,934	⁽¹⁾	⁽¹⁾	Common Stock	125,934	$0.00	0	I	Directly owned by Accel Europe L.P. See Explanation of Response⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			3,017	⁽¹⁾	⁽¹⁾	Common Stock	3,017	$0.00	0	I	Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response⁽³⁾

1. Name and Address of Reporting Person^*

ACCEL EUROPE ASSOCIATES LLC

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

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

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

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

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)

C/O ACCEL EUROPE ASSOCIATES L.L.C.

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

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. The Issuer's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock (together, the "Preferred Stock") have no expiration date and each share of the Preferred Stock converted automatically on a 1-for-1 basis into shares of the Issuer's Common Stock immediately prior to the completion of the Issuer's underwritten initial public offering without payment of further consideration.

2. The reportable securities are owned directly by Accel Europe L.P. ("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 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 Accel Europe Investors 2004 L.P. ("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 disclaim beneficial ownership of shares held by AEI except to the extent of any pecuniary interest therein.

Remarks:

Kevin Comolli, a member of the Board of Directors of the Issuer, is one of the two managers of AEA LLC and shares voting and investment powers in such entity.

	Accel Europe Associates L.L.C., by /s/ Jonathan Biggs, attorney-in-fact	03/05/2014
	Accel Europe Associates L.P., by: /s/ Jonathan Biggs, attorney-in-fact	03/05/2014
	Accel Europe Investors 2004 L.P., by: /s/ Jonathan Biggs, attorney-in-fact	03/05/2014
	Accel Europe L.P., by: /s/ Jonathan Biggs, attorney-in-fact	03/05/2014
	James R. Swartz, by /s/ Jonathan Biggs, attorney-in-fact	03/05/2014
	** 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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