Sec Form 4 Filing - Faitelson Yakov @ VARONIS SYSTEMS INC - 2024-02-01

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

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1. Name and Address of Reporting Person Faitelson Yakov 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) CEO, President, Chairman (Last) (First) (Middle) C/O VARONIS SYSTEMS, INC., 1250 BROADWAY, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2024 (Street) NEW YORK, NY10001 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 02/01/2024 A( 1 ) 682,776 A $ 0 1,385,967 ( 2 ) D Common Stock, par value $0.001 per share 4,941 I By Spouse Common Stock, par value $0.001 per share 253,384 I By Trust

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Faitelson Yakov C/O VARONIS SYSTEMS, INC. 1250 BROADWAY, 28TH FLOOR NEW YORK, NY10001 X CEO, President, Chairman Signatures /s/ Dov Gottlieb, as attorney-in-fact 02/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares earned by the reporting person for no consideration under certain performance-vesting restricted stock units (the "2023 PSUs"), which were granted to the reporting person pursuant to the Issuer's 2013 Omnibus Equity Incentive Plan. The 2023 PSUs were earned subject to the satisfaction of certain performance goals for the 2023 fiscal year, the performance of which was certified by the Issuer's compensation committee on February 1, 2024. The 2023 PSUs will vest on February 28, 2026, subject to the reporting person's continued employment through such date. ( 2 )Includes 194 shares of Common Stock purchased under the Issuer's 2015 Employee Stock Purchase Plan.

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).

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