Varonis Systems
VARONIS SYSTEMS INC (Form: 3/A, Received: 09/07/2017 20:01:21)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Melamed Guy

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/1/2017 

3. Issuer Name and Ticker or Trading Symbol

VARONIS SYSTEMS INC [VRNS]

(Last)        (First)        (Middle)

C/O VARONIS SYSTEMS, INC., 1250 BROADWAY, 29TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Financial Officer /

(Street)

NEW YORK, NY 10001       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

4/7/2017 

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   98800   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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)   7/11/2012   (2) 7/11/2021   Common Stock   563   $6.23   D    
Stock Option (right to buy)   2/27/2013   (2) 2/27/2022   Common Stock   938   $6.8   D    
Stock Option (right to buy)   10/17/2013   (2) 10/17/2022   Common Stock   1500   $12.47   D    
Stock Option (right to buy)   4/17/2014   (2) 4/17/2023   Common Stock   7000   $12.47   D    
Stock Option (right to buy)   3/21/2015   (3) 3/21/2024   Common Stock   3000   $39.86   D    
Stock Option (right to buy)   5/12/2015   (3) 5/12/2024   Common Stock   5000   $22.01   D    
Stock Option (right to buy)   8/7/2015   (3) 8/7/2024   Common Stock   2500   $21.00   D    
Stock Option (right to buy)   11/11/2015   (3) 11/11/2024   Common Stock   2000   $21.66   D    
Stock Option (right to buy)   2/20/2016   (3) 2/20/2025   Common Stock   4000   $29.88   D    
Stock Option (right to buy)   5/11/2016   (3) 5/11/2025   Common Stock   5000   $19.51   D    

Explanation of Responses:
(1)  Consists of (i) 4,300 shares held of record and (ii) 94,500 restricted stock units; of which (1) 1,250 of such restricted stock units will vest on May 31, 2017, (2) 23,500 of such restricted stock units will vest on February 28, 2018, (3) 1,250 of such restricted stock units will vest on May 31, 2018, (4) 23,500 of such restricted stock units will vest on February 28, 2019, (5) 1,250 of such restricted stock units will vest on May 31, 2019, (6) 22,500 of such restricted stock units will vest on February 29, 2020 and (7) 21,250 of such restricted stock units will vest on February 28, 2021.
(2)  25% of the options became exercisable one year from the date of grant. The remaining options become exercisable quarterly thereafter on a pro rata basis.
(3)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Melamed Guy
C/O VARONIS SYSTEMS, INC.
1250 BROADWAY, 29TH FLOOR
NEW YORK, NY 10001


Chief Financial Officer

Signatures
/s/ Guy Melamed 9/7/2017
** 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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