Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
EVERGREEN IV L.P.
  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)
C/O EVERGREEN VENTURE PARTNERS, 25 HABARZEL ST.
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2014
(Street)

TEL AVIV, L3 69710
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, par value $0.001 per share 09/11/2014   S   1,100 D $ 24 4,126,271 D (1)  
Common Stock, par value $0.001 per share 09/15/2014   S   10,500 D $ 23.6445 4,115,771 D (1)  

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EVERGREEN IV L.P.
C/O EVERGREEN VENTURE PARTNERS
25 HABARZEL ST.
TEL AVIV, L3 69710
    X    
Evergreen IV GP, L.P.
C/O EVERGREEN VENTURE PARTNERS
25 HABARZEL STREET
TEL AVIV, L3 69710
    X    
Evergreen E.P.F IV Ltd.
C/O EVERGREEN VENTURES PARTNERS
25 HABARZEL STREET
TEL AVIV, L3 69710
    X    

Signatures

 Evergreen IV, L.P.By: Evergreen IV GP, L.P., its sole General Partner By: Evergreen E.P.F IV, Ltd., its sole General Partner /s/ Motti Hoss and /s/ Amichai Hammer, authorized signatories   09/16/2014
**Signature of Reporting Person Date

 Evergreen IV GP, L.P., its sole General Partner By: Evergreen E.P.F IV, Ltd., its sole General Partner /s/ Motti Hoss and /s/ Amichai Hammer, authorized signatories   09/16/2014
**Signature of Reporting Person Date

 Evergreen E.P.F IV, Ltd., its sole General Partner /s/ Motti Hoss and /s/ Amichai Hammer, authorized signatories   09/16/2014
**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) Represents shares directly held by Evergreen IV, L.P., the general partner of which is Evergreen IV GP, L.P., and the general partner of which is Evergreen E.P.F IV Ltd.

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