Edgar Filing: VARONIS SYSTEMS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

J.P. Morgan Investment Management Inc.

2. Issuer Name and Ticker or Trading Symbol
VARONIS SYSTEMS INC [VRNS]

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

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

(Last)

(First)

(Middle)

270 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2014

(Street)

NEW YORK, NY 10017

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	03/05/2014		C		107,985	A	⁽¹⁾	363,325	I	See Footnote ⁽²⁾
Common Stock	03/05/2014		C		103,666	A	⁽¹⁾	348,791	I	See Footnote ⁽³⁾
Common Stock	03/05/2014		C		4,319	A	⁽¹⁾	14,534	I	See Footnote ⁽⁴⁾
Common Stock	03/05/2014		C		2,734	A	⁽¹⁾	9,199	I	See Footnote ⁽⁵⁾
Common Stock	03/05/2014		C		489,649	A	⁽⁶⁾	852,974	I	See Footnote ⁽²⁾
Common Stock	03/05/2014		C		470,063	A	⁽⁶⁾	818,854	I	See Footnote ⁽³⁾
Common Stock	03/05/2014		C		19,586	A	⁽⁶⁾	34,120	I	See Footnote ⁽⁴⁾
Common Stock	03/05/2014		C		12,396	A	⁽⁶⁾	21,595	I	See Footnote ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

03/05/2014

107,985

⁽¹⁾

Common Stock

107,985

$ 0

See Footnote ⁽²⁾

Series A Preferred Stock

⁽¹⁾

03/05/2014

103,666

⁽¹⁾

Common Stock

103,666

$ 0

See Footnote ⁽³⁾

Series A Preferred Stock

⁽¹⁾

03/05/2014

4,319

⁽¹⁾

Common Stock

4,319

$ 0

See Footnote ⁽⁴⁾

Series A Preferred Stock

⁽¹⁾

03/05/2014

2,734

⁽¹⁾

Common Stock

2,734

$ 0

See Footnote ⁽⁵⁾

Series D Preferred Stock

⁽⁶⁾

03/05/2014

489,649

⁽⁶⁾

Common Stock

489,649

$ 0

See Footnote ⁽²⁾

Series D Preferred Stock

⁽⁶⁾

03/05/2014

470,063

⁽⁶⁾

Common Stock

470,063

$ 0

See Footnote ⁽³⁾

Series D Preferred Stock

⁽⁶⁾

03/05/2014

19,586

⁽⁶⁾

Common Stock

19,586

$ 0

See Footnote ⁽⁴⁾

Series D Preferred Stock

⁽⁶⁾

03/05/2014

12,396

⁽⁶⁾

Common Stock

12,396

$ 0

See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
J.P. Morgan Investment Management Inc. 270 PARK AVENUE NEW YORK, NY 10017		X

Signatures

By: Charles J. Willis, Jr. /s/ Charles J. Willis, Jr.		03/05/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Immediately prior to the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock were automatically converted on a one-for-one basis to shares of Common Stock. The Series A preferred stock had no expiration date.
(2)	Represents shares held by J.P. Morgan Digital Growth Fund L.P. ("DGF"). J.P. Morgan Investment Management Inc. ("JPMIM") serves as investment advisor to DGF. JPMIM disclaims beneficial ownership of the shares held by DGF and disclaims pecuniary interest in such shares except to the extent of its economic interest.
(3)	Represents shares held by JPMorgan Direct Venture Capital Institutional Investors IV LLC ("JPM IV"). JPMIM serves as investment advisor to JPM IV. JPMIM disclaims beneficial ownership of the shares held by JPM IV and disclaims pecuniary interest in such shares except to the extent of its economic interest.
(4)	Represents shares held by JPMorgan Venture Capital Institutional Offshore Investors IV L.P. ("JPM IV Offshore"). JPMIM serves as investment advisor to JPM IV Offshore. JPMIM disclaims beneficial ownership of the shares held by JPM IV Offshore and disclaims pecuniary interest in such shares except to the extent of its economic interest.
(5)	Represents shares held by 522 Fifth Avenue Fund, L.P. ("522"). JPMIM serves as investment advisor to 522. JPMIM disclaims beneficial ownership of the shares held by 522 and disclaims pecuniary interest in such shares except to the extent of its economic interest.
(6)	Immediately prior to the closing of the Issuer's initial public offering, all shares of Series D Preferred Stock were automatically converted on a one-for-one basis to shares of Common Stock. The Series D preferred stock had no expiration date.

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