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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 2/29/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1361113 |
| Issuer Name: VARONIS SYSTEMS INC |
| Issuer Trading Symbol: VRNS |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1601074 |
| | Owner Name: Faitelson Yakov |
| Reporting Owner Address: |
| | Owner Street 1: C/O VARONIS SYSTEMS, INC. |
| | Owner Street 2: 1250 BROADWAY, 28TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10001 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: CEO, President, Chairman |
| | Other Text: |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, par value $0.001 per share |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 156,149 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 50.80 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,364,590 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock, par value $0.001 per share |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,941 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Spouse |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock, par value $0.001 per share |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 253,384 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trust |
| Derivative Table: |
| Footnotes: |
| Footnote - F1: Shares withheld by Varonis to satisfy tax withholding requirements on vesting of restricted stock units and performance vesting units. No shares were sold. |
| Footnote - F2: Includes 613 shares of Common Stock purchased under the Issuer's 2015 Employee Stock Purchase Plan. |
| Remarks: |
| Owner Signature: |
| Signature Name: s/ Dov Gottlieb as attorney-in-fact |
| Signature Date: 3/4/24 |
