Faitelson Yakov

Form 4

FORM 4 | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. _See_ Instruction 1(b).  
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**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  | | OMB APPROVAL  
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| OMB Number: | 3235-0287  
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Expires: | January 31, 2005  
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| | 1\. Name and Address of Reporting Person *  
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Faitelson Yakov  
2\. Issuer Name **and** Ticker or Trading Symbol  
VARONIS SYSTEMS INC [VRNS]  |  5\. Relationship of Reporting Person(s) to Issuer  
(Check all applicable)| __X__ Director | _____ 10% Owner  
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__X__ Officer (give title below) | _____ Other (specify below)  
CEO, President, Chairman  
| (Last) | (First) | (Middle)  
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C/O VARONIS SYSTEMS, INC., 1250 BROADWAY, 29TH FLOOR 3\. Date of Earliest Transaction (Month/Day/Year)  
03/01/2018  
|  (Street)   
  
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NEW YORK, NY 10001 4\. If Amendment, Date 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   
| (City) | (State) | (Zip)  
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**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)  
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Code | V | Amount | (A) or (D) | Price  
Common Stock, par value $0.001 per share  | 03/01/2018 | F |  13,824  |  D  |  $ 56.15  |  246,789  |  D   
Common Stock, par value $0.001 per share  | 03/01/2018 | S(1) |  52,061  |  D  |  $ 56.1936 (2) |  54,365  |  I  |  Held by Faitelson Family 2014 Trust   
Common Stock, par value $0.001 per share  | 03/02/2018 | S(1) |  54,365  |  D  |  $ 56.3242 (3) |  0  |  I  |  Held by Faitelson Family 2014 Trust   
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.  
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**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.** | SEC 1474 (9-02)  
**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)  
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares  
  
## Reporting Owners

**Reporting Owner Name / Address** | **Relationships**  
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Director |  10% Owner |  Officer |  Other  
Faitelson Yakov  
C/O VARONIS SYSTEMS, INC.  
1250 BROADWAY, 29TH FLOOR  
NEW YORK, NY 10001 |  X  |  CEO, President, Chairman  
  
## Signatures

/s/ Yakov Faitelson |  03/05/2018  
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**Signature of Reporting Person |  Date  
  
## Explanation of Responses:

***** | If the form is filed by more than one reporting person, _see_ Instruction 4(b)(v).  
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****** | 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Faitelson Family 2014 Trust on February 15, 2018.  
**( 2)** | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.00 to $56.60, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the above range.  
**( 3)** | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.00 to $56.75, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the above range.  
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.