Form 4 VARONIS SYSTEMS INC For: Sep 17 Filed by: O'Boyle James

September 17, 2021 9:31 PM EDT

Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
O'Boyle James

(Last) (First) (Middle)
C/O VARONIS SYSTEMS, INC.
1250 BROADWAY, 31ST FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VARONIS SYSTEMS INC [ VRNS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP of Worldwide Sales
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021
4. If Amendment, Date of 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
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, par value $0.001 per share 09/17/2021   M   53,484 A $ 7.337 358,702 D  
Common stock, par value $0.001 per share 09/17/2021   M   19,464 A $ 9.96 378,166 D  
Common stock, par value $0.001 per share 09/17/2021   M   31,875 A $ 5.657 410,041 D  
Common stock, par value $0.001 per share 09/17/2021   S   96,894 D $ 68.7086 (1) 313,147 D  
Common stock, par value $0.001 per share 09/17/2021   S   7,929 D $ 69.3019 (2) 305,218 D  
Common Stock, par value $0.001 per share               30,000 I Held by James O'Boyle 2014 Family 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 (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 Securities Underlying Derivative Security (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: 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) $ 7.337 09/17/2021   M     53,484   (3) 05/12/2024 Common Stock 53,484 $ 0 0 D  
Stock Option (right to buy) $ 9.96 09/17/2021   M     19,464   (4) 02/20/2025 Common Stock 19,464 $ 0 0 D  
Stock Option (right to buy) $ 5.657 09/17/2021   M     31,875   (5) 02/17/2026 Common Stock 31,875 $ 0 0 D  
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.03 to $69.02, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.03 to $69.60, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
3. 25% of the options became exercisable one year from May 12, 2014, the date of grant. 1/48th of the remaining options became exercisable monthly thereafter on a pro rata basis.
4. 25% of the options became exercisable one year from February 20, 2015, the date of grant. 1/48th of the remaining options became exercisable monthly thereafter on a pro rata basis.
5. 25% of the options became exercisable one year from February 17, 2016, the date of grant. 1/48th of the remaining options became exercisable monthly thereafter on a pro rata basis.
Remarks:
On February 26, 2021, the Issuer announced a three-for-one stock split of the Issuer's Common Stock pursuant to which each stockholder of record at the close of business on March 11, 2021 received two additional shares of Common Stock for each then held share (the "Stock Split"). The amounts of securities reported on this Form 4, including option exercise prices and numbers of shares underlying options, have been adjusted to reflect the Stock Split.
/s/ Guy Melamed, Attorney-in-Fact 09/17/2021
** Signature of Reporting Person Date
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.


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings