SC 13G

0001193125-14-138156.txt : 20140410 0001193125-14-138156.hdr.sgml : 20140410 20140410114254 ACCESSION NUMBER: 0001193125-14-138156 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140410 DATE AS OF CHANGE: 20140410 GROUP MEMBERS: 522 FIFTH AVENUE FUND, L.P. GROUP MEMBERS: J.P. MORGAN DIGITAL GROWTH FUND L.P. GROUP MEMBERS: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION GROUP MEMBERS: JPMORGAN DIRECT VENTURE CAPITAL INSTITUTIONAL INVESTORS IV L GROUP MEMBERS: JPMORGAN VENTURE CAPITAL INSTITUTIONAL OFFSHORE INVESTORS IV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARONIS SYSTEMS INC CENTRAL INDEX KEY: 0001361113 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 571222280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88082 FILM NUMBER: 14755791 BUSINESS ADDRESS: STREET 1: 1250 BROADWAY, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 877-292-8767 MAIL ADDRESS: STREET 1: 1250 BROADWAY, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: J.P. Morgan Investment Management Inc. CENTRAL INDEX KEY: 0001363391 IRS NUMBER: 133200244 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-270-6000 MAIL ADDRESS: STREET 1: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: J.P.Morgan Investment Management, Inc. DATE OF NAME CHANGE: 20060518 SC 13G 1 d709429dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )

Varonis Systems, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

922280 10 2

(CUSIP Number)

March 31, 2014

(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)

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).


CUSIP No. 922280 10 2


1.	Names of Reporting Persons J.P. Morgan Investment Management Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 202,000
		6.	Shared Voting Power 1,727,543
		7.	Sole Dispositive Power 213,600
		8.	Shared Dispositive Power 1,727,543
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,941,143
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 8.0%
12.	Type of Reporting Person (See Instructions) IA


CUSIP No. 922280 10 2


1.	Names of Reporting Persons J.P. Morgan Digital Growth Fund L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 852,974
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 852,974
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 852,974
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 3.5%
12.	Type of Reporting Person (See Instructions) PN


CUSIP No. 922280 10 2


1.	Names of Reporting Persons JPMorgan Direct Venture Capital Institutional Investors IV LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 818,854
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 818,854
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 818,854
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 3.4%
12.	Type of Reporting Person (See Instructions) OO


CUSIP No. 922280 10 2


1.	Names of Reporting Persons JPMorgan Venture Capital Institutional Offshore Investors IV L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 34,120
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 34,120
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,120
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.1%
12.	Type of Reporting Person (See Instructions) PN


CUSIP No. 922280 10 2


1.	Names of Reporting Persons 522 Fifth Avenue Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 21,595
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 21,595
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 21,595
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) <0.1%
12.	Type of Reporting Person (See Instructions) PN


CUSIP No. 922280 10 2


1.	Names of Reporting Persons JPMorgan Chase Bank, National Association
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 18,500
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 18,500
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,500
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) <0.1%
12.	Type of Reporting Person (See Instructions) BK

Item 1.

(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.

(a)

Name of Person Filing:

This statement is filed by J.P. Morgan Investment Management Inc. (“JPMIM”); J.P. Morgan Digital Growth Fund L.P. (“DGF”); JPMorgan Direct Venture Capital Institutional Investors IV LLC (“JPM IV”); JPMorgan Venture Capital Institutional Offshore Investors IV L.P. (“JPM IV Offshore”); 522 Fifth Avenue Fund, L.P. (“522”); and JPMorgan Chase Bank, National Association (“JPMCB,” and together with JPMIM, DGF, JPM IV, JPM IV Offshore and 522, the “Reporting Persons”).

Attached as Exhibit 99.1 hereto, which is incorporated by reference herein, is an agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them.

(b)

Address of Principal Business Office or, if none, Residence:

For each Reporting Person:

270 Park Avenue

New York, New York 10017

(c)

Citizenship:

For each Reporting Persons other than JPMCB, Delaware.

For JPMCB, United States of America

(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 each 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 24,335,891 shares of Common Stock outstanding immediately after the completion of the Issuer’s initial public offering, as indicated by the Issuer’s prospectus filed pursuant to Rule 424(b)(4) filed with the Securities and Exchange Commission on March 3, 2014.

The shares of Common Stock to which JPMIM has shared voting or dispositive power consists of (i) 852,974 shares held by DGF; (ii) 818,854 shares held by JPM IV; (iii) 34,120 shares held by JPM IV Offshore; and (iv) 21,595 shares held by 522. JPMIM serves as the investment advisor to each of DGF, JPM IV, JPM IV Offshore and 522.

The shares of Common Stock to which JPMIM has sole voting or dispositive power consists of shares held by client accounts to which JPMIM serves as investment advisor.

The shares of Common Stock to which JPMCB has beneficial ownership consists of shares held by client accounts to which JPMCB serves as investment advisor.

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 April 10, 2014


J.P. MORGAN INVESTMENT MANAGEMENT INC.

By:		/s/ Charles J. Willis, Jr.
Name:		Charles J. Willis, Jr.
Title:		Vice President

J.P. MORGAN DIGITAL GROWTH FUND L.P.

By: J.P. Morgan Investment Management Inc., its investment advisor

By:		/s/ Charles J. Willis, Jr.
Name:		Charles J. Willis, Jr.
Title:		Vice President

JPMORGAN DIRECT VENTURE CAPITAL INSTITUTIONAL INVESTORS IV LLC

By: J.P. Morgan Investment Management Inc., its investment advisor

By:		/s/ Charles J. Willis, Jr.
Name:		Charles J. Willis, Jr.
Title:		Vice President

JPMORGAN VENTURE CAPITAL INSTITUTIONAL OFFSHORE INVESTORS IV L.P.

By: J.P. Morgan Investment Management Inc., its investment advisor

By:		/s/ Charles J. Willis, Jr.
Name:		Charles J. Willis, Jr.
Title:		Vice President


522 FIFTH AVENUE FUND, L.P.

By: J.P. Morgan Investment Management Inc., its investment advisor

By:		/s/ Charles J. Willis, Jr.
Name:		Charles J. Willis, Jr.
Title:		Vice President

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By:		/s/ Andrew J. Anderson
Name:		Andrew J. Anderson
Title:		Executive Director

EX-99.1 2 d709429dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Varonis Systems, Inc.

Dated April 10, 2014


J.P. MORGAN INVESTMENT MANAGEMENT INC.

By:		/s/ Charles J. Willis, Jr.
Name:		Charles J. Willis, Jr.
Title:		Vice President

J.P. MORGAN DIGITAL GROWTH FUND L.P.

By: J.P. Morgan Investment Management Inc., its investment advisor

By:		/s/ Charles J. Willis, Jr.
Name:		Charles J. Willis, Jr.
Title:		Vice President

JPMORGAN DIRECT VENTURE CAPITAL INSTITUTIONAL INVESTORS IV LLC

By: J.P. Morgan Investment Management Inc., its investment advisor

By:		/s/ Charles J. Willis, Jr.
Name:		Charles J. Willis, Jr.
Title:		Vice President

JPMORGAN VENTURE CAPITAL INSTITUTIONAL OFFSHORE INVESTORS IV L.P.

By: J.P. Morgan Investment Management Inc., its investment advisor

By:		/s/ Charles J. Willis, Jr.
Name:		Charles J. Willis, Jr.
Title:		Vice President


522 FIFTH AVENUE FUND, L.P.

By: J.P. Morgan Investment Management Inc., its investment advisor

By:		/s/ Charles J. Willis, Jr.
Name:		Charles J. Willis, Jr.
Title:		Vice President

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By:		/s/ Andrew J. Anderson
Name:		Andrew J. Anderson
Title:		Executive Director