Filing Details

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

Varonis Systems, Inc. 

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

922280102

(CUSIP Number)

 

December 31, 2016

(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 disclosures provided in a prior cover page.

 

The information required on 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.:  922280102
1.	NAME OF REPORTING PERSON
	Yakov Faitelson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
			(a)     ☐
			(b)     ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		5.	SOLE VOTING POWER
			1,338,117
Number of
Shares		6.	SHARED VOTING POWER
Beneficially			0
Owned by
Each		7.	SOLE DISPOSITIVE POWER
Reporting			1,338,117
Person With:
		8.	SHARED DISPOSITIVE POWER
			0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,338,117 shares, of which 942,927 are owned1 by the Reporting Person and 395,190 are issuable upon exercise of outstanding options and restricted stock units within 60 days of December 31, 2016
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.9% (based on 26,821,762 shares outstanding as of December 31, 2016)
12.	TYPE OF REPORTING PERSON
	IN

_________________

1	The Reporting Person owns 836,501 shares directly and 106,426 shares indirectly through Faitelson Family 2014 Trust.

 

 

Item 1.
	(a)	Name of Issuer:
		The name of the issuer is Varonis Systems, Inc. (the "Issuer")
	(b)	Address of Issuer's Principal Executive Offices:
		1250 Broadway, 29th Floor, New York, New York 10001
Item 2.
	(a)	Name of Person Filing:
		Yakov Faitelson
	(b)	Address of Principal Business Office:
		c/o Varonis Systems, Inc.
		1250 Broadway, 29th Floor
		New York, NY 10001
	(c)	Citizenship:
		See Item 4 of the cover page.
	(d)	Title of Class of Securities:
		Common Stock, par value $0.001 per share (the "Common Stock")
	(e)	CUSIP Number:
		922280102
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

 

	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
	(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.	Ownership.
	(a)	Amount beneficially owned: See Item 9 of the cover page.
	(b)	Percent of class: See Item 11 of the cover page.
	(c)	(i)	Sole power to vote or direct the vote:  See Item 5 of the cover page.
		(ii)	Shared power to vote or direct the vote: See Item 6 of the cover page.
		(iii)	Sole power to dispose or direct the disposition:  See Item 7 of the cover page.
		(iv)	Shared power to dispose or direct the disposition:  See Item 8 of the cover page.

 

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.
	Not applicable
Item 8.	Identification and Classification of Members of the Group.
	Not applicable
Item 9.	Notice of Dissolution of a Group.
	Not applicable
Item 10.	Certification.
	Not applicable

 

 

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:  February 2, 2017
	YAKOV FAITELSON
	By:	/s/ Yakov Faitelson