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^*

Pitango Venture Capital Fund IV, L.P.

(Last)

(First)

(Middle)

540 COWPER ST., SUITE 200

(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, par value $0.001 per share	03/05/2014		C		3,257,096	A	⁽¹⁾	3,299,725	D
Common stock, par value $0.001 per share	03/05/2014		C		70,335	A	⁽¹⁾	71,256	I	Directly owned by Pitango Venture Capital Principals Fund IV L.P. See Explanation of Response⁽²⁾⁽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 B Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			2,459,452	⁽¹⁾	⁽¹⁾	Common Stock	2,459,452	$0.00	0	D
Series B Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			53,111	⁽¹⁾	⁽¹⁾	Common Stock	53,111	$0.00	0	I	Directly owned by Pitango Venture Capital Principals Fund IV L.P. See Explanation of Response⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			376,499	⁽¹⁾	⁽¹⁾	Common Stock	376,499	$0.00	0	D
Series C Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			8,130	⁽¹⁾	⁽¹⁾	Common Stock	8,130	$0.00	0	I	Directly owned by Pitango Venture Capital Principals Fund IV L.P. See Explanation of Response⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			334,221	⁽¹⁾	⁽¹⁾	Common Stock	334,221	$0.00	0	D
Series D Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			7,217	⁽¹⁾	⁽¹⁾	Common Stock	7,217	$0.00	0	I	Directly owned by Pitango Venture Capital Principals Fund IV L.P. See Explanation of Response⁽²⁾⁽³⁾
Series E Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			86,924	⁽¹⁾	⁽¹⁾	Common Stock	86,924	$0.00	0	D
Series E Convertible Preferred Stock	⁽¹⁾	03/05/2014		C			1,877	⁽¹⁾	⁽¹⁾	Common Stock	1,877	$0.00	0	I	Directly owned by Pitango Venture Capital Principals Fund IV L.P. See Explanation of Response⁽²⁾⁽³⁾

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. The Issuer's 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. 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.

3. 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.

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	03/05/2014
	Pitango Venture Capital Principals Fund IV, L.P., by /s/ Zeev Binman and /s/ Bruce Crocker, authorized signatories	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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