Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Iohan Gili
 2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2014		 3. Issuer Name and Ticker or Trading Symbol
VARONIS SYSTEMS INC [VRNS]
(Last)
(First)
(Middle)
C/O VARONIS SYSTEMS, INC., 1250 BROADWAY, 31ST 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
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10001		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 33,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 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) 10/01/2010(1) 01/15/2019(2) Common Stock 37,000 $ 1.256 D  
Stock Option (right to buy) 01/14/2011(3) 01/14/2020 Common Stock 20,000 $ 1.576 D  
Stock Option (right to buy) 10/07/2011(4) 10/07/2020 Common Stock 30,000 $ 1.576 D  
Stock Option (right to buy) 11/07/2011(4) 11/07/2020 Common Stock 25,000 $ 1.576 D  
Stock Option (right to buy) 05/10/2013(4) 05/10/2022 Common Stock 8,000 $ 6.8 D  
Stock Option (right to buy) 04/07/2014(4) 04/07/2023 Common Stock 12,000 $ 12.47 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Iohan Gili
C/O VARONIS SYSTEMS, INC.
1250 BROADWAY, 31ST FLOOR
NEW YORK, NY 10001		       Chief Financial Officer  

Signatures

/s/ Gili Iohan 02/27/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 15,000 of the options become exercisable on October 1, 2010. 1/16th of the remaining options became and continue to become exercisable quarterly thereafter on a pro rata basis.
(2) The expiration date for 7,000 shares is January 15, 2019 and for the remaining 30,000 shares, July 8, 2019.
(3) 5,000 of the options became exercisable on January 14, 2011. 1/16th of the remaining options became and continue to become exercisable quarterly thereafter on a pro rata basis.
(4) 25% of the options become exercisable one year from the date of grant, April 17, 2013. The remaining options become exercisable quarterly from the date of grant pro rata during a four-year period.

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