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 *
Faitelson Yakov
   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
(Last)
(First)
(Middle)
C/O VARONIS SYSTEMS, INC., 1250 BROADWAY, 29TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/14/2019
(Street)

NEW YORK, NY 10001		 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 02/14/2019   A   66,642 (1) A $ 0 313,783 (2) D  
Common Stock, par value $0.001 per share 02/14/2019   M   52,560 A $ 1.256 366,343 D  
Common Stock, par value $0.001 per share 02/14/2019   M   68,949 A $ 1.256 435,292 D  
Common Stock, par value $0.001 per share 02/14/2019   S(3)   30,000 D $ 54.7187 (4) 405,292 D  

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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
Stock Option (right to buy) $ 1.256 02/14/2019   M     52,560 06/25/2009 06/25/2019 Common Stock 52,560 $ 0 0 D  
Stock Option (right to buy) $ 1.256 02/14/2019   M     68,949 01/01/2010 08/05/2019 Common Stock 68,949 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Faitelson Yakov
C/O VARONIS SYSTEMS, INC.
1250 BROADWAY, 29TH FLOOR
NEW YORK, NY 10001		   X     CEO, President, Chairman  

Signatures

 /s/ Yakov Faitelson   02/15/2019
**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) Represents restricted stock units granted to the reporting person on February 14, 2019. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, in four equal installments upon the last calendar day of the month of February beginning on February 29, 2020.
(2) Includes 352 shares of Common Stock purchased under the Varonis Systems, Inc. 2015 Employee Stock Purchase Plan.
(3) These shares were sold to address the tax consequences arising upon the exercise of the associated options, which were due to expire on August 5, 2019.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.62 to $54.92, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the above range.

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