Ownership Submission
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, 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 *
  Melamed Guy
 2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2017		 3. Issuer Name and Ticker or Trading Symbol
VARONIS SYSTEMS INC [VRNS]
(Last)
(First)
(Middle)
C/O VARONIS SYSTEMS, INC., 1250 BROADWAY, 29TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10001		 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)
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 100,080 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Stock Option (right to buy) 07/11/2012(2) 07/11/2021 Common Stock 563 $ 6.23 D  
Stock Option (right to buy) 02/27/2013(2) 02/27/2022 Common Stock 938 $ 6.8 D  
Stock Option (right to buy) 10/17/2013(2) 10/17/2022 Common Stock 1,500 $ 12.47 D  
Stock Option (right to buy) 04/17/2014(2) 04/17/2023 Common Stock 7,000 $ 12.47 D  
Stock Option (right to buy) 03/21/2015(3) 03/21/2024 Common Stock 3,000 $ 39.86 D  
Stock Option (right to buy) 05/12/2015(3) 05/12/2024 Common Stock 5,000 $ 22.01 D  
Stock Option (right to buy) 08/07/2015(3) 08/07/2024 Common Stock 2,500 $ 21 D  
Stock Option (right to buy) 11/11/2015(3) 11/11/2024 Common Stock 2,000 $ 21.66 D  
Stock Option (right to buy) 02/20/2016(3) 02/20/2025 Common Stock 4,000 $ 29.88 D  
Stock Option (right to buy) 05/11/2016(3) 05/11/2025 Common Stock 5,000 $ 19.51 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Melamed Guy
C/O VARONIS SYSTEMS, INC.
1250 BROADWAY, 29TH FLOOR
NEW YORK, NY 10001		       Chief Financial Officer  

Signatures

/s/ Guy Melamed 04/07/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Consists of (i) 5,580 shares held of record and (ii) 94,500 restricted stock units; of which (1) 1,250 of such restricted stock units will vest on May 31, 2017, (2) 23,500 of such restricted stock units will vest on February 28, 2018, (3) 1,250 of such restricted stock units will vest on May 31, 2018, (4) 23,500 of such restricted stock units will vest on February 28, 2019, (5) 1,250 of such restricted stock units will vest on May 31, 2019, (6) 22,500 of such restricted stock units will vest on February 29, 2020 and (7) 21,250 of such restricted stock units will vest on February 28, 2021.
(2) 25% of the options became exercisable one year from the date of grant. The remaining options become exercisable quarterly thereafter on a pro rata basis.
(3) 25% of the options became exercisable one year from the date of grant. 1/48th of the remaining options become exercisable monthly thereafter on a pro rata basis.

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