SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Varonis Systems, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
922280 10 2
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 922280 10 2 |
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1. |
| Names of Reporting Persons
Evergreen IV, L.P. | ||||
2. |
| Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ | ||||
3. |
| SEC Use Only
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4. |
| Citizenship or Place of Organization
Israel | ||||
Number of Shares Beneficially Owned by Each Reporting Person With |
| 5. |
| Sole Voting Power
2,854,528 | ||
| 6. |
| Shared Voting Power
0 | |||
| 7. |
| Sole Dispositive Power
2,854,528 | |||
| 8. |
| Shared Dispositive Power
0 | |||
9. |
| Aggregate Amount Beneficially Owned by Each Reporting Person
2,854,528 | ||||
10. |
| Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | ||||
11. |
| Percent of Class Represented by Amount in Row (9)
10.6% | ||||
12. |
| Type of Reporting Person (See Instructions)
FI | ||||
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Item 1. |
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| (a) | Name of Issuer: |
Varonis Systems, Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
1250 Broadway, 31st Floor
New York, New York 10001
Item 2. |
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| (a) | Name of Person Filing: |
This statement is filed by Evergreen IV, L.P. (the “Reporting Persons”).
| (b) | Address of Principal Business Office or, if None, Residence: |
24 Raoul Wallenberg St.
Ziv Towers, Building B, 4th floor
Tel Aviv 6971920, Israel
| (c) | Citizenship: |
Israel.
| (d) | Title of Class of Securities: |
Common Stock, $0.001 par value per share (“Common Stock”)
| (e) | CUSIP Number: |
922280 10 2
Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
Item 4. | Ownership |
The information required by this item with respect to the Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G.
The percent of class represented by the amount beneficially owned by each Reporting Person is based on 26,841,597 shares of Common Stock outstanding, as indicated by the Issuer’s most recent current report on Form 10-K for the year ended December 31, 2016 and filed with the Securities and Exchange Commission on February 9, 2017.
Evergreen IV, L.P. is a venture fund and the record holder of 2,854,528 shares and whose sole general partner is Evergreen IV GP, L.P., the sole general partner of which is Evergreen Management Ltd. Decisions with respect to the voting and disposition of the reported shares are made at the Evergreen IV, L.P. level.
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
Item 8. | Identification and Classification of Members of the Group |
Not applicable.
Item 9. | Notice of Dissolution of Group |
Not applicable.
Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2017
EVERGREEN IV, L.P.,
by the general partner (Evergreen Management Ltd.)
of its general partner (Evergreen IV GP, L.P.)
Name: /s/ MOTTI HOSS
Print: Motti Hoss
Title: Authorized Signatory
Name: /s/ AMICHAL HAMMER
Print: Amichal Hammer
Title: Authorized Signatory