Edgar Filing: VARONIS SYSTEMS INC

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 ^*

Â Segev-Gal Rona

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 PITANGO VENTURE CAPITAL FUND IV L.P.,Â 540 COWPER ST., SUITE 200

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PALO ALTO,Â CAÂ 94301

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	42,629	I	Directly owned by Pitango Venture Capital Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.001 per share	921	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	2,459,452	$ ⁽³⁾	I	Directly owned by Pitango Venture Capital Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾
Series B Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	53,111	$ ⁽³⁾	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾
Series C Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	376,499	$ ⁽³⁾	I	Directly owned by Pitango Venture Capital Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾
Series C Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	8,130	$ ⁽³⁾	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾
Series D Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	334,221	$ ⁽³⁾	I	Directly owned by Pitango Venture Capital Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾
Series D Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	7,217	$ ⁽³⁾	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾
Series E Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	86,924	$ ⁽³⁾	I	Directly owned by Pitango Venture Capital Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾
Series E Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	1,877	$ ⁽³⁾	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Segev-Gal Rona C/O PITANGO VENTURE CAPITAL FUND IV L.P. 540 COWPER ST., SUITE 200 PALO ALTO,Â CAÂ 94301	Â X	Â	Â	Â

Signatures

/s/ Rona Segev-Gal		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)	The Reporting Person is a General Partner at Pitango Venture Capital Fund IV, L.P. ("PVCF"). Pitango V.C. Fund IV, L.P. is the General Partner of PVCF and Pitango Venture Capital Principals Fund IV, L.P., with its own General Partner being Pitango G.P. Capital Holdings Ltd., an Israeli company, owned indirectly by six individuals. These six individuals share voting and dispositive power of the Isuer's shares but none has sole voting or dispositive power of the Issuer's shares.
(2)	The Reporting Person disclaims beneficial ownership of the shares of common stock, except to the extent of such Reporting Person's pecuniary interest therein, if any.
(3)	Each share of preferred stock of the Issuer is (i) convertible at any time into shares of the Issuer's common stock on a one-for-one basis, and have no expiration date, and (ii) will automatically convert into shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.

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