Edgar Filing: VARONIS SYSTEMS INC

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

COMOLLI KEVIN E

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS, 428 UNIVERSITY AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2014

(Street)

PALO ALTO, CA 94301

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/05/2014		C		4,718,764	A	⁽¹⁾	4,761,296	I	Directly owned by Accel Europe L.P. See Explanation of Response ⁽²⁾
Common Stock	03/05/2014		C		113,064	A	⁽¹⁾	114,083	I	Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

03/05/2014

2,441,500

⁽¹⁾

Common Stock

2,441,500

$ 0

Directly owned by Accel Europe L.P. See Explanation of Response ⁽²⁾

Series A Convertible Preferred Stock

⁽¹⁾

03/05/2014

58,500

⁽¹⁾

Common Stock

58,500

$ 0

Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response ⁽³⁾

Series B Convertible Preferred Stock

⁽¹⁾

03/05/2014

1,226,885

⁽¹⁾

Common Stock

1,226,885

$ 0

Directly owned by Accel Europe L.P. See Explanation of Response ⁽²⁾

Series B Convertible Preferred Stock

⁽¹⁾

03/05/2014

29,397

⁽¹⁾

Common Stock

29,397

$ 0

Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response ⁽³⁾

Series C Convertible Preferred Stock

⁽¹⁾

03/05/2014

561,565

⁽¹⁾

Common Stock

561,565

$ 0

Directly owned by Accel Europe L.P. See Explanation of Response ⁽²⁾

Series C Convertible Preferred Stock

⁽¹⁾

03/05/2014

13,455

⁽¹⁾

Common Stock

13,455

$ 0

Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response ⁽³⁾

Series D Convertible Preferred Stock

⁽¹⁾

03/05/2014

362,880

⁽¹⁾

Common Stock

362,880

$ 0

Directly owned by Accel Europe L.P. See Explanation of Response ⁽²⁾

Series D Convertible Preferred Stock

⁽¹⁾

03/05/2014

8,695

⁽¹⁾

Common Stock

8,695

$ 0

Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response ⁽³⁾

Series E Convertible Preferred Stock

⁽¹⁾

03/05/2014

125,934

⁽¹⁾

Common Stock

125,934

$ 0

Directly owned by Accel Europe L.P. See Explanation of Response ⁽²⁾

Series E Convertible Preferred Stock

⁽¹⁾

03/05/2014

3,017

⁽¹⁾

Common Stock

3,017

$ 0

Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COMOLLI KEVIN E C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301	X	X

Signatures

/s/ Kevin Comolli		03/05/2014
^**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)	The Issuer's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock (together, the "Preferred Stock") have no expiration date and each share of the Preferred Stock converted automatically on a 1-for-1 basis into shares of the Issuer's Common Stock immediately prior to the completion of the Issuer's underwritten initial public offering without payment of further consideration.
(2)	The reportable securities are owned directly by Accel Europe L.P. ("AE"). James R. Swartz and Kevin Comolli (collectively the "AEA Managers") are the managers of Accel Europe Associates L.L.C. ("AEA LLC"). AEA LLC is the general partner of Accel Europe Associates L.P. ("AEA LP"), which is the general partner of AE. The AEA Managers, AEA LLC and AEA LP may be deemed to share voting and investment power over the shares held by AE and disclaim beneficial ownership of shares held by AE except to the extent of any pecuniary interest therein.
(3)	The reportable securities are owned directly by Accel Europe Investors 2004 L.P. ("AEI"). The AEA Managers are the managers of AEA LLC. AEA LLC is the general partner of AEI. The AEA Managers and AEA LLC may be deemed to share voting and investment power over the shares held by AEI and disclaim beneficial ownership of shares held by AEI except to the extent of any pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.