SEC Form 4
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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Faitelson Yakov
(Last) (First) (Middle)
C/O VARONIS SYSTEMS, INC.
1250 BROADWAY, 28TH 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)
05/09/2024
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 05/09/2024 M 71,415(1) A $7 1,436,005 D
Common Stock, par value $0.001 per share 05/09/2024 M 4,374(1) A $9.96 1,440,379 D
Common Stock, par value $0.001 per share 05/09/2024 M 12,543(1) A $5.6233 1,452,922 D
Common Stock, par value $0.001 per share 05/09/2024 M 183,585(2) A $7 1,636,507 D
Common Stock, par value $0.001 per share 05/09/2024 M 100,626(2) A $9.96 1,737,133 D
Common Stock, par value $0.001 per share 05/09/2024 S 284,211(2) D $45.2321(2) 1,452,922 D
Common Stock, par value $0.001 per share 05/10/2024 M 47,457(2) A $5.6233 1,500,379 D
Common Stock, par value $0.001 per share 05/10/2024 S 47,457(2) D $44.5342(2) 1,452,922 D
Common Stock, par value $0.001 per share 4,941 I By Spouse
Common Stock, par value $0.001 per share 253,384 I By 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 05/09/2024 M 71,415 (1)(3) 08/04/2024 Common Stock 71,415 $0 183,585 D
Stock Option (right to buy) $9.96 05/09/2024 M 4,374 (1)(3) 02/17/2025 Common Stock 4,374 $0 100,626 D
Stock Option (right to buy) $5.6233 05/09/2024 M 12,543 (1)(3) 02/14/2026 Common Stock 12,543 $0 47,457 D
Stock Option (right to buy) $7 05/09/2024 M 183,585 (2)(3) 08/04/2024 Common Stock 183,585 $0 0 D
Stock Option (right to buy) $9.96 05/09/2024 M 100,626 (2)(3) 02/17/2025 Common Stock 100,626 $0 0 D
Stock Option (right to buy) $5.6233 05/10/2024 M 47,457 (2)(3) 02/14/2026 Common Stock 47,457 $0 0 D
Explanation of Responses:
1. The reporting person acquired these shares by the exercise of incentive stock options, certain of which have upcoming expiration dates in August 2024 and February 2025. These shares have not been sold by the reporting person.
2. The reporting person acquired these shares by the exercise of non-qualifying stock options, certain of which have upcoming expiration dates in August 2024 and February 2025. The reporting person then sold such shares in multiple transactions on May 9, 2024 and May 10, 2024, at prices ranging from $44.75 to $45.62 on May 9, 2024 and $44.28 to $45.18 on May 10, 2024 (with the prices reported for such sales in Column 4 representing a weighted average price).
3. The stock options vested and became exercisable over various vesting schedules reported on the reporting person's prior Form 4s, becoming fully exercisable on the following dates: with respect to the stock options with a $7.00 exercise price, August 7, 2018; with respect to the stock options with a $9.96 exercise price, March 20, 2020; and with respect to the stock options with a $5.6233 exercise price, March 17, 2021.
Remarks:
The reporting person undertakes to provide to Varonis Systems, Inc., any security holder of Varonis Systems, Inc., 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 ranges set forth in footnote 2.
/s/ Dov Gottlieb as attorney-in-fact 05/10/2024
** 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.
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