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 *
  Korkus Ohad
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)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology 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 1,083,878
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) 12/26/2009(1) 06/29/2019 Common Stock 173,392 $ 0.901 D  
Stock Option (right to buy) 01/09/2008(2) 01/09/2018 Common Stock 86,763 $ 1.039 D  
Stock Option (right to buy) 01/15/2009 01/15/2019 Common Stock 247,596 $ 1.256 D  
Stock Option (right to buy) 06/25/2009 06/25/2019 Common Stock 52,560 $ 1.256 D  
Stock Option (right to buy) 01/01/2010(3) 08/05/2019 Common Stock 193,919 $ 1.256 D  
Stock Option (right to buy) 01/01/2011 07/07/2020 Common Stock 16,321 $ 1.576 D  
Stock Option (right to buy) 02/27/2012 02/27/2022 Common Stock 7,573 $ 8.8 D  

Reporting Owners

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

Signatures

/s/ Ohad Korkus 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) 166,998 options were excersiable upon the date of grant, December 26, 2009. The remaining options became exercisable monthly, beginning one month from the date of grant on a pro rata basis until March 31, 2010.
(2) 43,382 options were exercisable upon the date of grant, January 9, 2008. 1/48th of the remaining options became exercisable monthly thereafter.
(3) 105,120 options were exercisable on January 1, 2010. The remaing options became exercisable one year after.

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