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^*

Pitango Venture Capital Fund IV, L.P.

(Last)

(First)

(Middle)

540 COWPER ST., SUITE 200

(Street)

PALO ALTO

94301

(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)

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

5. 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 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	42,629	D
Common Stock, par value $0.001 per share	921	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Response⁽¹⁾⁽²⁾

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)
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	2,459,452	⁽³⁾	D
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	53,111	⁽³⁾	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Response⁽¹⁾⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	376,499	⁽³⁾	D
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	8,130	⁽³⁾	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Response⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	334,221	⁽³⁾	D
Series D Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	7,217	⁽³⁾	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Response⁽¹⁾⁽²⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	86,924	⁽³⁾	D
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,877	⁽³⁾	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Response

1. Name and Address of Reporting Person^*

Pitango Venture Capital Fund IV, L.P.

(Last)

(First)

(Middle)

540 COWPER ST., SUITE 200

(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^*

Pitango Venture Capital Principals Fund IV, L.P.

(Last)

(First)

(Middle)

540 COWPER ST., SUITE 200

(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. Pitango V.C. Fund IV, L.P. is the General Partner of Pitango Venture Capital Fund IV, L.P. and Pitango Venture Capital Principals Fund IV, L.P., with its own General Partner being Pitango G.P. Capital Holdings Ltd., an Israeli company, owned indirectly by six individuals. These six individuals share voting and dispositive power of the Isuer's shares but none has sole voting or dispositive power of the Issuer's shares.

2. Each Reporting Person disclaims beneficial ownership of securities held by any other entity except to the extent of any indirect pecuniary interest therein (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities beneficially owned by such other entity.

3. Each share of preferred stock of the Issuer is (i) convertible at any time into shares of the Issuer's common stock on a one-for-one basis, and have no expiration date, and (ii) will automatically convert into shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.

Remarks:

Rona Segev-Gal, a member of the Board of Directors of the Issuer, is a General Partner at Pitango Venture Capital Fund IV, L.P.

	Pitango Venture Capital Fund IV, L.P., by /s/ Zeev Binman and /s/ Bruce Crocker, authorized signatories	02/27/2014
	Pitango Venture Capital Principals Fund IV, L.P., by /s/ Zeev Binman and /s/ Bruce Crocker, authorized signatories	02/27/2014
	** Signature of Reporting Person	Date
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