SEC FORM 3

SEC Form 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Segev-Gal Rona

(Last)

(First)

(Middle)

C/O PITANGO VENTURE CAPITAL FUND IV L.P.

540 COWPER ST., SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2014

3. Issuer Name and Ticker or Trading Symbol
VARONIS SYSTEMS INC [ VRNS ]

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

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

5. If Amendment, Date of 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

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	42,629	I	Directly owned by Pitango Venture Capital Fund IV, L.P. See Explanation of Responses⁽¹⁾⁽²⁾
Common Stock, par value $0.001 per share	921	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Responses⁽¹⁾⁽²⁾

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
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⁾	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Responses⁽¹⁾⁽²⁾
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⁾	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Responses⁽¹⁾⁽²⁾
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⁾	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Responses⁽¹⁾⁽²⁾
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⁾	I	Directly owned by Pitango Venture Capital Principals Fund IV, L.P. See Explanation of Responses⁽¹⁾⁽²⁾

Explanation of Responses:

1. The Reporting Person is a General Partner at Pitango Venture Capital Fund IV, L.P. ("PVCF"). Pitango V.C. Fund IV, L.P. is the General Partner of PVCF 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. The Reporting Person disclaims beneficial ownership of the shares of common stock, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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:

	/s/ Rona Segev-Gal	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.