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 *
  Faitelson Yakov
 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)
CEO, President, Chairman
 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 1,104,102
D
 
Common stock, par value $0.001 per share 100,000
I
By Faitelson Family 2014 Trust

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) 01/09/2008(1) 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(2) 08/05/2019 Common Stock 210,240 $ 1.256 D  
Stock Option (right to buy) 02/27/2012 02/27/2022 Common Stock 7,356 $ 8.8 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Faitelson Yakov
C/O VARONIS SYSTEMS, INC.
1250 BROADWAY, 31ST FLOOR
NEW YORK, NY 10001		   X   X   CEO, President, Chairman  

Signatures

/s/ Yakov Faitelson 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) 43,382 options were excersiable upon grant on January 9, 2008. The remaining options became exercisable monthly, beginning one month from the date of grant, pro rata during the subsequent four years.
(2) 50% of the options became exercisable on January 1, 2010. The remaing options became exercisable one year later.

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