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^*

Shachar Erez

(Last)

(First)

(Middle)

C/O EVERGREEN VENTURE PARTNERS

25 HABARZEL ST.

(Street)

TEL-AVIV

69710

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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⁽¹⁾		4,391,279	A	⁽¹⁾	4,391,279	I⁽²⁾	Directly owned by Evergreen IV, L.P. See Explanation of Response⁽²⁾⁽³⁾
Common stock, par value $0.001 per share	03/05/2014		S		219,564	D	$0.001	4,171,715⁽⁴⁾	I⁽²⁾	Directly owned by Evergreen 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 A Convertible Preferred Stock	⁽¹⁾	03/05/2014		C⁽¹⁾			2,281,296	⁽¹⁾	⁽¹⁾	Common Stock	2,281,296	⁽¹⁾	0	I	Directly owned by Evergreen IV, L.P. See Explanation of Response⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/05/2014		C⁽¹⁾			1,256,282	⁽¹⁾	⁽¹⁾	Common Stock	1,256,282	⁽¹⁾	0	I	Directly owned by Evergreen IV, L.P. See Explanation of Response⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/05/2014		C⁽¹⁾			575,020	⁽¹⁾	⁽¹⁾	Common Stock	575,020	⁽¹⁾	0	I	Directly owned by Evergreen IV, L.P. See Explanation of Response⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	03/05/2014		C⁽¹⁾			278,681	⁽¹⁾	⁽¹⁾	Common Stock	278,681	⁽¹⁾	0	I	Directly owned by Evergreen IV, L.P. See Explanation of Response⁽²⁾⁽³⁾

Explanation of Responses:

1. The Issuer's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D 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 (the "Common Stock") immediately prior to the completion of the Issuer's underwritten initial public offering (the "IPO") without payment of further consideration.

2. Represents shares directly held by Evergreen IV, L.P., the general partner of which is Evergreen IV GP, L.P., and the general partner of which is Evergreen E.P.F IV Ltd. The Reporting Person is one of the seven individual members of the investment committee of Evergreen IV, L.P.

3. The Reporting Person disclaims beneficial ownership of the securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

4. Represents (i) the conversion of 4,391,279 shares of Preferred Stock of the Issuer automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's IPO and (ii) the sale by Evergreen IV, L.P. of 219,564 shares of Common Stock to the underwriters in connection with the IPO pursuant to the Issuer's Registration Statement on Form S-1 (No. 333-191840).

Remarks:

	/s/ Erez Shachar	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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