0001011438-16-000402.txt : 20160212 0001011438-16-000402.hdr.sgml : 20160212 20160212162318 ACCESSION NUMBER: 0001011438-16-000402 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 GROUP MEMBERS: CADIAN CAPITAL MANAGEMENT GP LLC GROUP MEMBERS: ERIC BANNASCH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARONIS SYSTEMS INC CENTRAL INDEX KEY: 0001361113 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 571222280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88082 FILM NUMBER: 161419527 BUSINESS ADDRESS: STREET 1: 1250 BROADWAY, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 877-292-8767 MAIL ADDRESS: STREET 1: 1250 BROADWAY, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CADIAN CAPITAL MANAGEMENT, LP CENTRAL INDEX KEY: 0001423686 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-792-8800 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: CADIAN CAPITAL MANAGEMENT, LLC DATE OF NAME CHANGE: 20080111 SC 13G 1 form_sc13g-varonis.htm form_sc13g-varonis.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Varonis Systems, Inc.
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

922280102
(CUSIP Number)

December 31, 2015
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[X]  Rule 13d-1(b)

[_]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

__________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 

 
 

 


CUSIP No
922280102
   
     
1.
NAME OF REPORTING PERSONS
 
     
 
Cadian Capital Management, LP
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [  ]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
2,198,547
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
2,198,547
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
2,198,547
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
8.5%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
 
 
 
 
 

 
 
CUSIP No
922280102
   
     
1.
NAME OF REPORTING PERSONS
 
     
 
Cadian Capital Management GP, LLC
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [  ]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
2,198,547
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
2,198,547
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
2,198,547
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
8.5%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, HC
 
 
 
 
 

 
 

CUSIP No
922280102
   
     
1.
NAME OF REPORTING PERSONS
 
     
 
Eric Bannasch
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [  ]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
United States of America
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
2,198,547
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
2,198,547
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
2,198,547
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
8.5%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
 


 
 

 


CUSIP No
922280102
   

Item 1.
(a).
Name of Issuer:
 
 
   
Varonis Systems, Inc. (the “Issuer”)
 

 
(b).
Address of Issuer's Principal Executive Offices:
 
 
   
1250 Broadway, 29th Floor
New York, New York 10001
 

Item 2.
(a).
Name of Person Filing:
 
       
   
Cadian Capital Management, LP
Cadian Capital Management GP, LLC
Eric Bannasch
 
The filing persons named above are collectively referred to herein as the “Reporting Persons.”
 

 
(b).
Address of Principal Business Office, or if None, Residence:
 
   
 
Cadian Capital Management, LP
535 Madison Avenue
36th Floor
New York, NY  10022
 
Cadian Capital Management GP, LLC
535 Madison Avenue
36th Floor
New York, NY  10022
 
Eric Bannasch
535 Madison Avenue
36th Floor
New York, NY  10022
 
       


 
 

 


 
(c).
Citizenship:
 
   
 
Cadian Capital Management, LP – Delaware
Cadian Capital Management GP, LLC – Delaware
Eric Bannasch – United States of America
 

 
(d).
Title of Class of Securities:
 
       
   
Common Stock, par value $0.001 per share (“Common Stock”)
 

 
(e).
CUSIP Number:
 
 
   
922280102
 


Item 3.
 
If This Statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

 
(b)
[_]
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[X]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 

 
 
(f)
[_]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 
(g)
[X]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 
Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
Cadian Capital Management, LP – 2,198,547
Cadian Capital Management GP, LLC – 2,198,547
Eric Bannasch – 2,198,547


 
(b)
Percent of class:
     
   
Cadian Capital Management, LP – 8.5%
Cadian Capital Management GP, LLC – 8.5%
Eric Bannasch – 8.5%
 
Such percentages are based on 25,758,080 shares of the Issuer’s Common Stock outstanding as of November 4, 2015, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 6, 2015.

 
 
 

 

 
 
(c)
Number of shares as to which the person has:

   
Cadian Capital Management, LP

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
2,198,547
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
2,198,547
.
         

   
Cadian Capital Management GP, LLC

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
2,198,547
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
2,198,547
.
         

   
Eric Bannasch
   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
2,198,547
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
2,198,547
.

All securities reported in this Schedule 13G/A are directly held by advisory clients (the “Advisory Clients”) of Cadian Capital Management, LP (the “Adviser”).  Pursuant to Investment Management Agreements, as amended, between the Advisory Clients and the Adviser, the Adviser exercises exclusive voting and investment power over securities directly held by the Advisory Clients.  Cadian Capital Management GP, LLC is the general partner of the Adviser.  Eric Bannasch is the sole managing member of Cadian Capital Management GP, LLC.  Each Reporting Person disclaims beneficial ownership of securities of the Issuer except to the extent any such Reporting Person actually exercises voting or investment power with respect to such securities of the Issuer.

Item 5.
Ownership of Five Percent or Less of a Class.

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
N/A
   


 
 

 


Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
All securities reported in this Schedule 13G are directly  held by advisory clients of the Adviser.  None of the advisory clients other than Cadian Fund LP individually directly holds more than 5% of the Common Stock.
   

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
The disclosure regarding the relationships among the Reporting Persons in Item 4 is incorporated by reference herein.
   

Item 8.
Identification and Classification of Members of the Group.
 
 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
N/A
   

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A

 
Item 10.
 
Certification.

   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

 
February 12, 2016
 
(Date)

   
 
Cadian Capital Management, LP
 
 
By: Cadian Capital Management GP, LLC, its General Partner
 
 
By:  /s/ Eric Bannasch
 
Eric Bannasch
 
Managing Member
 
 
Cadian Capital Management GP, LLC 
 
 
By:  /s/ Eric Bannasch
 
Eric Bannasch
 
Managing Member
   
 
/s/  Eric Bannasch
 
Eric Bannasch


 
 

 

EXHIBIT INDEX

99.1
Joint Filing Agreement, dated as of February 12, 2016, by and among the Reporting Persons
   



EX-99.1 2 exhibit_99-1.htm exhibit_99-1.htm

Exhibit 99.1
 
AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Schedule 13G (including additional amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of Varonis Systems, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
 
 Dated:  February 12, 2016
 
   
 
Cadian Capital Management, LP
 
 
By: Cadian Capital Management GP, LLC, its General Partner
 
 
By:  /s/ Eric Bannasch
 
Eric Bannasch
 
Managing Member
 
 
Cadian Capital Management GP, LLC 
 
 
By:  /s/ Eric Bannasch
 
Eric Bannasch
 
Managing Member
   
 
/s/  Eric Bannasch
 
Eric Bannasch