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^*

Melamed Guy

(Last)

(First)

(Middle)

C/O VARONIS SYSTEMS, INC.

1250 BROADWAY, 29TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2017

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial 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	100,080⁽¹⁾	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)	07/11/2012⁽²⁾	07/11/2021	Common Stock	563	$6.23	D
Stock Option (right to buy)	02/27/2013⁽²⁾	02/27/2022	Common Stock	938	$6.8	D
Stock Option (right to buy)	10/17/2013⁽²⁾	10/17/2022	Common Stock	1,500	$12.47	D
Stock Option (right to buy)	04/17/2014⁽²⁾	04/17/2023	Common Stock	7,000	$12.47	D
Stock Option (right to buy)	03/21/2015⁽³⁾	03/21/2024	Common Stock	3,000	$39.86	D
Stock Option (right to buy)	05/12/2015⁽³⁾	05/12/2024	Common Stock	5,000	$22.01	D
Stock Option (right to buy)	08/07/2015⁽³⁾	08/07/2024	Common Stock	2,500	$21	D
Stock Option (right to buy)	11/11/2015⁽³⁾	11/11/2024	Common Stock	2,000	$21.66	D
Stock Option (right to buy)	02/20/2016⁽³⁾	02/20/2025	Common Stock	4,000	$29.88	D
Stock Option (right to buy)	05/11/2016⁽³⁾	05/11/2025	Common Stock	5,000	$19.51	D

Explanation of Responses:

1. Consists of (i) 5,580 shares held of record and (ii) 94,500 restricted stock units; of which (1) 1,250 of such restricted stock units will vest on May 31, 2017, (2) 23,500 of such restricted stock units will vest on February 28, 2018, (3) 1,250 of such restricted stock units will vest on May 31, 2018, (4) 23,500 of such restricted stock units will vest on February 28, 2019, (5) 1,250 of such restricted stock units will vest on May 31, 2019, (6) 22,500 of such restricted stock units will vest on February 29, 2020 and (7) 21,250 of such restricted stock units will vest on February 28, 2021.

2. 25% of the options became exercisable one year from the date of grant. The remaining options become exercisable quarterly thereafter on a pro rata basis.

3. 25% of the options became exercisable one year from the date of grant. 1/48th of the remaining options become exercisable monthly thereafter on a pro rata basis.

	/s/ Guy Melamed	04/07/2017
	** 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.