X0206 3/A 2017-04-01 2017-04-07 0 0001361113 VARONIS SYSTEMS INC VRNS 0001700432 Melamed Guy C/O VARONIS SYSTEMS, INC. 1250 BROADWAY, 29TH FLOOR NEW YORK NY 10001 0 1 0 0 Chief Financial Officer Common stock, par value $0.001 per share 98800 D Stock Option (right to buy) 6.23 2012-07-11 2021-07-11 Common Stock 563 D Stock Option (right to buy) 6.8 2013-02-27 2022-02-27 Common Stock 938 D Stock Option (right to buy) 12.47 2013-10-17 2022-10-17 Common Stock 1500 D Stock Option (right to buy) 12.47 2014-04-17 2023-04-17 Common Stock 7000 D Stock Option (right to buy) 39.86 2015-03-21 2024-03-21 Common Stock 3000 D Stock Option (right to buy) 22.01 2015-05-12 2024-05-12 Common Stock 5000 D Stock Option (right to buy) 21.00 2015-08-07 2024-08-07 Common Stock 2500 D Stock Option (right to buy) 21.66 2015-11-11 2024-11-11 Common Stock 2000 D Stock Option (right to buy) 29.88 2016-02-20 2025-02-20 Common Stock 4000 D Stock Option (right to buy) 19.51 2016-05-11 2025-05-11 Common Stock 5000 D Consists of (i) 4,300 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. 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. 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 2017-09-07