Edgar Filing: VARONIS SYSTEMS INC

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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Pitango Venture Capital Principals Fund IV, L.P.

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)

540 COWPER ST., SUITE 200

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PALO ALTO,Â CAÂ 94301

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	71,256	D	Â
Common Stock, par value $0.001 per share	3,299,725	I	Directly owned by Pitango Venture Capital Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	2,459,452	$ ⁽³⁾	I	Directly owned by Pitango Venture Capital Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾
Series B Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	53,111	$ ⁽³⁾	D	Â
Series C Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	376,499	$ ⁽³⁾	I	Directly owned by Pitango Venture Capital Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾
Series C Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	8,130	$ ⁽³⁾	D	Â
Series D Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	334,221	$ ⁽³⁾	I	Directly owned by Pitango Venture Capital Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾
Series D Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	7,217	$ ⁽³⁾	D	Â
Series E Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	86,924	$ ⁽³⁾	I	Directly owned by Pitango Venture Capital Fund IV, L.P. See Explanation of Responses ⁽¹⁾ ⁽²⁾
Series E Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	1,877	$ ⁽³⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Pitango Venture Capital Principals Fund IV, L.P. 540 COWPER ST., SUITE 200 PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â
Pitango Venture Capital Fund IV, L.P. 540 COWPER ST., SUITE 200 PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â

Signatures

Pitango Venture Capital Principals Fund IV, L.P., by /s/ Zeev Binman and /s/ Bruce Crocker, authorized signatories		02/27/2014
^**Signature of Reporting Person		Date
Pitango Venture Capital Fund IV, L.P., by /s/ Zeev Binman and /s/ Bruce Crocker, authorized signatories		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)	Pitango V.C. Fund IV, L.P. is the General Partner of Pitango Venture Capital Fund IV, L.P. and Pitango Venture Capital Principals Fund IV, L.P., 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.
(2)	Each Reporting Person disclaims beneficial ownership of securities held by any other entity except to the extent of any indirect pecuniary interest therein (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities beneficially owned by such other entity.
(3)	Each share of preferred stock of the Issuer is (i) convertible at any time into shares of the Issuer's common stock on a one-for-one basis, and have no expiration date, and (ii) will automatically convert into shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.
Â Remarks: RonaÂ Segev-Gal,Â aÂ memberÂ ofÂ theÂ BoardÂ ofÂ DirectorsÂ ofÂ theÂ Issuer,Â isÂ aÂ GeneralÂ PartnerÂ atÂ PitangoÂ VentureÂ CapitalÂ FundÂ IV,Â L.P.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.