Sec Form 4 Filing - Faitelson Yakov @ VARONIS SYSTEMS INC - 2019-06-25

Insider filing report for Changes in Beneficial Ownership
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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, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2019
(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 06/25/2019 D( 1 ) 66,642 D $ 0 163,812 D
Common Stock, par value $0.001 per share 06/25/2019 A( 1 ) 38,536 A $ 0 202,348 D
Common Stock, par value $0.001 per share 91,509 I Held by Faitelson 2019 Grantor Retained Annuity Trust
Common Stock, par value $0.001 per share 47,751 I Held by Faitelson 2019 Grantor Retained Annuity Trust #2
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, 29TH FLOOR
NEW YORK, NY10001
X CEO, President, Chairman
Signatures
/s/ Yakov Faitelson 06/26/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the amendment effective June 25, 2019 of a grant of 66,642 restricted stock units under the 2013 Omnibus Equity Incentive Plan (initially made to the reporting person effective February 14, 2019 and reported on a Form 4 on February 15, 2019 (the "Original RSUs")), solely to reduce the size of the grant to 38,536 restricted stock units (the "Replacement RSUs"). For purposes of Section 16(a) of the Securities Exchange Act of 1934, the amendment resulted in a deemed cancellation of the Original RSUs and a grant of the Replacement RSUs. The Replacement RSUs vest in four equal annual installments upon the last calendar day of the month of February beginning on February 29, 2020, representing no change to the vesting terms of the Original RSUs.

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