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 *
Segev-Gal Rona
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O PITANGO VENTURE CAPITAL FUND IV L.P., 540 COWPER ST., SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
03/05/2014
(Street)

PALO ALTO, CA 94301		 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)
Code V Amount (A) or (D) Price
Common stock, par value $0.001 per share 03/05/2014   C   70,335 A (1) 71,256 I Directly owned by Pitango Venture Capital Principals Fund IV L.P. See Explanation of Response (2) (3)
Common stock, par value $0.001 per share 03/05/2014   C   3,257,096 A (1) 3,299,725 I Directly owned by Pitango Venture Capital Fund IV L.P. See Explanation of Response (2) (3)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) 03/05/2014   C     2,459,452   (1)   (1) Common Stock 2,459,452 $ 0 0 I Directly owned by Pitango Venture Capital Fund IV L.P. See Explanation of Response (2) (3)
Series B Convertible Preferred Stock (1) 03/05/2014   C     53,111   (1)   (1) Common Stock 53,111 $ 0 0 I Directly owned by Pitango Venture Capital Principals Fund IV L.P. See Explanation of Response (2) (3)
Series C Convertible Preferred Stock (1) 03/05/2014   C     376,499   (1)   (1) Common Stock 376,499 $ 0 0 I Directly owned by Pitango Venture Capital Fund IV L.P. See Explanation of Response (2) (3)
Series C Convertible Preferred Stock (1) 03/05/2014   C     8,130   (1)   (1) Common Stock 8,130 $ 0 0 I Directly owned by Pitango Venture Capital Principals Fund IV L.P. See Explanation of Response (2) (3)
Series D Convertible Preferred Stock (1) 03/05/2014   C     334,221   (1)   (1) Common Stock 334,221 $ 0 0 I Directly owned by Pitango Venture Capital Fund IV L.P. See Explanation of Response (2) (3)
Series D Convertible Preferred Stock (1) 03/05/2014   C     7,217   (1)   (1) Common Stock 7,217 $ 0 0 I Directly owned by Pitango Venture Capital Principals Fund IV L.P. See Explanation of Response (2) (3)
Series E Convertible Preferred Stock (1) 03/05/2014   C     86,924   (1)   (1) Common Stock 86,924 $ 0 0 I Directly owned by Pitango Venture Capital Fund IV L.P. See Explanation of Response (2) (3)
Series E Convertible Preferred Stock (1) 03/05/2014   C     1,877   (1)   (1) Common Stock 1,877 $ 0 0 I Directly owned by Pitango Venture Capital Principals Fund IV L.P. See Explanation of Response

Reporting Owners

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

Signatures

 /s/ Rona Segev-Gal   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) The Issuer's Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock (together, the "Preferred Stock") have no expiration date and each share of the Preferred Stock converted automatically on a 1-for-1 basis into shares of the Issuer's Common Stock immediately prior to the completion of the Issuer's underwritten initial public offering without payment of further consideration.
(2) The Reporting Person is a General Partner at PVCF. Pitango V.C. Fund IV, L.P. is the General Partner of PVCF and PVCPF, 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.
(3) 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.

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