SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Korkus Ohad

(Last)

(First)

(Middle)

C/O VARONIS SYSTEMS, INC.

1250 BROADWAY, 31ST FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2014

3. Issuer Name and Ticker or Trading Symbol
VARONIS SYSTEMS INC [ VRNS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.001 per share	1,083,878	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	12/26/2009⁽¹⁾	06/29/2019	Common Stock	173,392	$0.901	D
Stock Option (right to buy)	01/09/2008⁽²⁾	01/09/2018	Common Stock	86,763	$1.039	D
Stock Option (right to buy)	01/15/2009	01/15/2019	Common Stock	247,596	$1.256	D
Stock Option (right to buy)	06/25/2009	06/25/2019	Common Stock	52,560	$1.256	D
Stock Option (right to buy)	01/01/2010⁽³⁾	08/05/2019	Common Stock	193,919	$1.256	D
Stock Option (right to buy)	01/01/2011	07/07/2020	Common Stock	16,321	$1.576	D
Stock Option (right to buy)	02/27/2012	02/27/2022	Common Stock	7,573	$8.8	D

Explanation of Responses:

1. 166,998 options were excersiable upon the date of grant, December 26, 2009. The remaining options became exercisable monthly, beginning one month from the date of grant on a pro rata basis until March 31, 2010.

2. 43,382 options were exercisable upon the date of grant, January 9, 2008. 1/48th of the remaining options became exercisable monthly thereafter.

3. 105,120 options were exercisable on January 1, 2010. The remaing options became exercisable one year after.

Remarks:

	/s/ Ohad Korkus	02/27/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.