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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1. Name and Address of Reporting Person * ACCEL EUROPE ASSOCIATES LLC   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) 428 UNIVERSITY AVENUE,  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) ___ Form filed by One Reporting Person _X_ 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 03/05/2014   C   4,718,764 A (1) 4,761,296 I Directly owned by Accel Europe L.P. See Explanation of Response (2) Common Stock 03/05/2014   C   113,064 A (1) 114,083 I Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 A Convertible Preferred Stock	(1)	03/05/2014		C			2,441,500	(1)	(1)	Common Stock	2,441,500	$ 0	0	I	Directly owned by Accel Europe L.P. See Explanation of Response (2)
Series A Convertible Preferred Stock	(1)	03/05/2014		C			58,500	(1)	(1)	Common Stock	58,500	$ 0	0	I	Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response (3)
Series B Convertible Preferred Stock	(1)	03/05/2014		C			1,226,885	(1)	(1)	Common Stock	1,226,885	$ 0	0	I	Directly owned by Accel Europe L.P. See Explanation of Response (2)
Series B Convertible Preferred Stock	(1)	03/05/2014		C			29,397	(1)	(1)	Common Stock	29,397	$ 0	0	I	Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response (3)
Series C Convertible Preferred Stock	(1)	03/05/2014		C			561,565	(1)	(1)	Common Stock	561,565	$ 0	0	I	Directly owned by Accel Europe L.P. See Explanation of Response (2)
Series C Convertible Preferred Stock	(1)	03/05/2014		C			13,455	(1)	(1)	Common Stock	13,455	$ 0	0	I	Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response (3)
Series D Convertible Preferred Stock	(1)	03/05/2014		C			362,880	(1)	(1)	Common Stock	362,880	$ 0	0	I	Directly owned by Accel Europe L.P. See Explanation of Response (2)
Series D Convertible Preferred Stock	(1)	03/05/2014		C			8,695	(1)	(1)	Common Stock	8,695	$ 0	0	I	Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response (3)
Series E Convertible Preferred Stock	(1)	03/05/2014		C			125,934	(1)	(1)	Common Stock	125,934	$ 0	0	I	Directly owned by Accel Europe L.P. See Explanation of Response (2)
Series E Convertible Preferred Stock	(1)	03/05/2014		C			3,017	(1)	(1)	Common Stock	3,017	$ 0	0	I	Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ACCEL EUROPE ASSOCIATES LLC 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
ACCEL EUROPE ASSOCIATES LP 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
Accel Europe Investors 2004 L.P. 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
ACCEL EUROPE L P 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
SWARTZ JAMES R C/O ACCEL EUROPE ASSOCIATES L.L.C. 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X

Signatures

Accel Europe Associates L.L.C., by /s/ Jonathan Biggs, attorney-in-fact		03/05/2014
**Signature of Reporting Person		Date
Accel Europe Associates L.P., by: /s/ Jonathan Biggs, attorney-in-fact		03/05/2014
**Signature of Reporting Person		Date
Accel Europe Investors 2004 L.P., by: /s/ Jonathan Biggs, attorney-in-fact		03/05/2014
**Signature of Reporting Person		Date
Accel Europe L.P., by: /s/ Jonathan Biggs, attorney-in-fact		03/05/2014
**Signature of Reporting Person		Date
James R. Swartz, by /s/ Jonathan Biggs, attorney-in-fact		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 A Convertible Preferred Stock, 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 reportable securities are owned directly by Accel Europe L.P. ("AE"). James R. Swartz and Kevin Comolli (collectively the "AEA Managers") are the managers of Accel Europe Associates L.L.C. ("AEA LLC"). AEA LLC is the general partner of Accel Europe Associates L.P. ("AEA LP"), which is the general partner of AE. The AEA Managers, AEA LLC and AEA LP may be deemed to share voting and investment power over the shares held by AE and disclaim beneficial ownership of shares held by AE except to the extent of any pecuniary interest therein.
(3)	The reportable securities are owned directly by Accel Europe Investors 2004 L.P. ("AEI"). The AEA Managers are the managers of AEA LLC. AEA LLC is the general partner of AEI. The AEA Managers and AEA LLC may be deemed to share voting and investment power over the shares held by AEI and disclaim beneficial ownership of shares held by AEI except to the extent of any pecuniary interest therein.
Remarks: Kevin Comolli, a member of the Board of Directors of the Issuer, is one of the two managers of AEA LLC and shares voting and investment powers in such entity.

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