X0206 3 2014-02-27 0 0001361113 VARONIS SYSTEMS INC VRNS 0001591944 JPMorgan Direct Venture Capital Institutional Investors IV LLC 270 PARK AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock 245125 D Series A Preferred Stock Common Stock 103666 D Series D Preferred Stock Common Stock 470063 D The Series A Preferred Stock is convertible into Common Stock on a one-for-one basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will automatically convert into shares of Common Stock. The Series D Preferred Stock is convertible into Common Stock on a one-for-one basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series D Preferred Stock will automatically convert into shares of Common Stock. By: J.P. Morgan Investment Management Inc. By: Charles J. Willis, Jr. /s/ Charles J. Willis, Jr. 2014-02-27