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 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/27/2014 |
3. Issuer Name and Ticker or Trading Symbol
VARONIS SYSTEMS INC [ VRNS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | |
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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | (3) | (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 | (3) | (3) | Common Stock | 53,111 | (3) | D | |
Series C Convertible Preferred Stock | (3) | (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 | (3) | (3) | Common Stock | 8,130 | (3) | D | |
Series D Convertible Preferred Stock | (3) | (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 | (3) | (3) | Common Stock | 7,217 | (3) | D | |
Series E Convertible Preferred Stock | (3) | (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 | (3) | (3) | Common Stock | 1,877 | (3) | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
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. |
Remarks: |
Rona Segev-Gal, a member of the Board of Directors of the Issuer, is a General Partner at Pitango Venture Capital Fund IV, L.P. |
Pitango Venture Capital Principals Fund IV, L.P., by /s/ Zeev Binman and /s/ Bruce Crocker, authorized signatories | 02/27/2014 | |
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 | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |