Faitelson Yakov Form 4 VARONIS SYSTEMS / Yakov Faitelson ownership change

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).

1. Name and Address of Reporting Person^*

Faitelson Yakov

(Last)

(First)

(Middle)

C/O VARONIS SYSTEMS, INC.

1250 BROADWAY, 29TH FLOOR

(Street)

NEW YORK

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)
02/03/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	02/03/2022		A⁽¹⁾		78,612	A	$0	647,817	D
Common Stock, par value $0.001 per share	02/03/2022		A⁽²⁾		67,491	A	$0	715,308	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. See Remarks

2. Represents shares earned by the reporting person for no consideration under certain performance-vesting restricted stock units (the "2021 PSUs"), which were granted to the reporting person pursuant to the 2013 Plan. The 2021 PSUs were earned subject to the satisfaction of certain annual revenue goals for the 2021 fiscal year, the performance of which was certified by the Issuer's compensation committee on February 3, 2022. The PSUs shall vest on February 29, 2024, subject to continued employment through such date.

Remarks:

Represents shares earned by the reporting person for no consideration under the final tranche of performance-vesting restricted stock units, which were granted to the reporting person pursuant to the Issuer's 2013 Omnibus Equity Incentive Plan (the "2013 Plan") on February 14, 2019, as amended on June 25, 2019 (the "2019 PSUs"). The 78,612 shares underlying such 2019 PSUs were earned subject to the satisfaction of certain target subscription revenue percentages for the 2021 fiscal year, the performance of which was certified by the Issuer's compensation committee on February 3, 2022. These 78,612 2019 PSUs shall vest on February 28, 2022, subject to the reporting person's continued employment through such date. Additionally, upon such vesting date and after all applicable tax withholding, the shares earned and vested in respect of the prior two tranches of 2019 PSUs (earned for performance in the 2019 and 2020 fiscal years) will be released from escrow and paid along with the 2019 PSUs reported herein.

	/s/ Ofer Margalit as attorney-in-fact	02/07/2022
	** 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.

Faitelson Yakov Form 4VARONIS SYSTEMS / Yakov Faitelson ownership change