Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Korkus Ohad
   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
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last)
(First)
(Middle)
C/O VARONIS SYSTEMS, INC.,, 1250 BROADWAY, 31ST FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
08/11/2015
(Street)

NEW YORK, NY 10001		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value 08/11/2015   M   173,392 A $ 0.901 1,107,270 D  
Common Stock, $0.001 par value 08/11/2015   M   86,763 A $ 1.039 1,194,033 D  
Common Stock, $0.001 par value 08/11/2015   M   247,596 A $ 1.256 1,441,629 D  
Common Stock, $0.001 par value 08/11/2015   M   52,560 A $ 1.256 1,494,189 D  
Common Stock, $0.001 par value 08/11/2015   M   193,919 A $ 1.256 1,688,108 D  
Common Stock, $0.001 par value 08/11/2015   S(1)   371,000 D $ 21.83 1,317,108 D  
Common Stock, $0.001 par value 08/12/2015   S(2)   31,000 D $ 22.52 1,286,108 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 0.901 08/11/2015   M     173,392 12/26/2009(3) 06/29/2019 Common Stock 173,392 $ 0 0 D  
Stock Option (right to buy) $ 1.039 08/11/2015   M     86,763 01/09/2008(4) 01/09/2018 Common Stock 86,763 $ 0 0 D  
Stock Option (right to buy) $ 1.256 08/11/2015   M     247,596 01/15/2009 01/15/2019 Common Stock 247,596 $ 0 0 D  
Stock Option (right to buy) $ 1.256 08/11/2015   M     52,560 06/25/2009 06/25/2019 Common Stock 52,560 $ 0 0 D  
Stock Option (right to buy) $ 1.256 08/11/2015   M     193,919 01/01/2010(5) 08/05/2019 Common Stock 193,919 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Korkus Ohad
C/O VARONIS SYSTEMS, INC.,
1250 BROADWAY, 31ST FLOOR
NEW YORK, NY 10001		   X     Chief Technology Officer  

Signatures

 /s/ Ohad Korkus   08/13/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares sold by the reporting person in a private sale in a "sell to cover" transaction to cover the amount of the aggregate exercise prices and the tax withholding obligations in connection with the exercise of the options listed in Table II.
(2) Represents shares sold by the reporting person in the open market in a "sell to cover" transaction to cover the amount of the aggregate exercise prices and the tax withholding obligations in connection with the exercise of the options listed in Table II.
(3) 166,998 options were exercisable upon the date of grant, December 26, 2009. The remaining options became exercisable monthly, beginning one month from the date of grant on a pro rata basis until March 31, 2010.
(4) 43,382 options were exercisable upon the date of grant, January 9, 2008. 1/48th of the remaining options became exercisable monthly thereafter.
(5) 105,120 options were exercisable on January 1, 2010. The remaining options became exercisable one year after.

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