SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Raz Gilad

(Last) (First) (Middle)
C/O VARONIS SYSTEMS, INC.
1250 BROADWAY, 29TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2018
3. Issuer Name and Ticker or Trading Symbol
VARONIS SYSTEMS INC [ VRNS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CIO & VP of Technical Services
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.001 per share 55,225(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 01/14/2011(2) 01/14/2020 Common Stock 1,470 1.576 D
Stock Option (right to buy) 03/21/2015(2) 03/21/2024 Common Stock 1,500 39.86 D
Stock Option (right to buy) 05/12/2015(2) 05/12/2024 Common Stock 8,790 22.01 D
Stock Option (right to buy) 08/07/2015(2) 08/07/2024 Common Stock 1,666 21 D
Stock Option (right to buy) 11/11/2015(2) 11/11/2024 Common Stock 1,822 21.66 D
Stock Option (right to buy) 02/20/2016(2) 02/20/2025 Common Stock 2,050 29.88 D
Explanation of Responses:
1. Consists of (i) 5,725 shares held of record and (ii) 49,500 restricted stock units; of which (1) 3,250 of such restricted stock units will vest on November 30, 2018, (2) 10,000 of such restricted stock units will vest on February 28, 2019, (3) 4,000 of such restricted stock units will vest on August 31, 2019, (4) 3,250 of such restricted stock units will vest on November 30, 2019, (5) 8,750 of such restricted stock units will vest on February 29, 2020, (6) 4,000 of such restricted stock units will vest on August 31, 2020, (7) 1,250 of such restricted stock units will vest on November 30, 2020, (8) 6,750 of such restricted stock units will vest on February 28, 2021, (9) 2,000 of such restricted stock units will vest on August 31, 2021, (10) 1,250 of such restricted stock units will vest on November 30, 2021, (11) 3,750 of such restricted stock units will vest on February 28, 2022, and (12) 1,250 of such restricted stock units will vest on August 31, 2022.
2. 25% of the options became exercisable one year from the date of grant. 1/48th of the remaining options become exercisable monthly thereafter on a pro rata basis.
/s/ Gilad Raz 11/05/2018
** 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 5 (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.
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