Sec Form 4 Filing - Shachar Erez @ VARONIS SYSTEMS INC - 2014-03-05

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 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: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Shachar Erez 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EVERGREEN VENTURE PARTNERS, 25 HABARZEL ST. 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2014 (Street) TEL-AVIV, L369710 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.001 per share 03/05/2014 C( 1 ) 4,391,279 A 4,391,279 I ( 2 ) Directly owned by Evergreen IV, L.P. See Explanation of Response ( 2 ) ( 3 ) Common stock, par value $0.001 per share 03/05/2014 S 219,564 D $ 0.001 4,171,715 ( 4 ) I ( 2 ) Directly owned by Evergreen IV, L.P. See Explanation of Response ( 2 ) ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Series A Convertible Preferred Stock ( 1 ) 03/05/2014 C( 1 ) 2,281,296 ( 1 ) ( 1 ) Common Stock 2,281,296 ( 1 ) 0 I Directly owned by Evergreen IV, L.P. See Explanation of Response ( 2 ) ( 3 ) Series B Convertible Preferred Stock ( 1 ) 03/05/2014 C( 1 ) 1,256,282 ( 1 ) ( 1 ) Common Stock 1,256,282 ( 1 ) 0 I Directly owned by Evergreen IV, L.P. See Explanation of Response ( 2 ) ( 3 ) Series C Convertible Preferred Stock ( 1 ) 03/05/2014 C( 1 ) 575,020 ( 1 ) ( 1 ) Common Stock 575,020 ( 1 ) 0 I Directly owned by Evergreen IV, L.P. See Explanation of Response ( 2 ) ( 3 ) Series D Convertible Preferred Stock ( 1 ) 03/05/2014 C( 1 ) 278,681 ( 1 ) ( 1 ) Common Stock 278,681 ( 1 ) 0 I Directly owned by Evergreen IV, L.P. See Explanation of Response ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shachar Erez C/O EVERGREEN VENTURE PARTNERS 25 HABARZEL ST. TEL-AVIV, L369710 X Signatures /s/ Erez Shachar 03/05/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Issuer's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D 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 (the "Common Stock") immediately prior to the completion of the Issuer's underwritten initial public offering (the "IPO") without payment of further consideration. ( 2 )Represents shares directly held by Evergreen IV, L.P., the general partner of which is Evergreen IV GP, L.P., and the general partner of which is Evergreen E.P.F IV Ltd. The Reporting Person is one of the seven individual members of the investment committee of Evergreen IV, L.P. ( 3 )The Reporting Person disclaims beneficial ownership of the securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 4 )Represents (i) the conversion of 4,391,279 shares of Preferred Stock of the Issuer automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's IPO and (ii) the sale by Evergreen IV, L.P. of 219,564 shares of Common Stock to the underwriters in connection with the IPO pursuant to the Issuer's Registration Statement on Form S-1 (No. 333-191840).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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