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Form 4 VARONIS SYSTEMS INC For: Jun 25 Filed by: Faitelson Yakov

June 26, 2019 9:01 PM
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
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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 *
Faitelson Yakov
(Last) (First) (Middle)
C/O VARONIS SYSTEMS, INC.
1250 BROADWAY, 29TH 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO, President, Chairman
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2019
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 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 (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
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.
/s/ Yakov Faitelson 06/26/2019
** 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).
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