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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  COMOLLI KEVIN E
2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2014
3. Issuer Name and Ticker or Trading Symbol
VARONIS SYSTEMS INC [VRNS]
(Last)
(First)
(Middle)
C/O ACCEL PARTNERS, 428 UNIVERSITY AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 94301
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 42,531
I
Directly owned by Accel Europe L.P. See Explanation of Response (1)
Common Stock, par value $0.001 per share 1,019
I
Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

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
Series A Convertible Preferred Stock   (3)   (3) Common Stock 2,441,500 $ (3) I Directly owned by Accel Europe L.P. See Explanation of Response (1)
Series A Convertible Preferred Stock   (3)   (3) Common Stock 58,500 $ (3) I Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response (2)
Series B Convertible Preferred Stock   (3)   (3) Common Stock 1,226,885 $ (3) I Directly owned by Accel Europe L.P. See Explanation of Response (1)
Series B Convertible Preferred Stock   (3)   (3) Common Stock 29,397 $ (3) I Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response (2)
Series C Convertible Preferred Stock   (3)   (3) Common Stock 561,565 $ (3) I Directly owned by Accel Europe L.P. See Explanation of Response (1)
Series C Convertible Preferred Stock   (3)   (3) Common Stock 13,455 $ (3) I Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response (2)
Series D Convertible Preferred Stock   (3)   (3) Common Stock 362,880 $ (3) I Directly owned by Accel Europe L.P. See Explanation of Response (1)
Series D Convertible Preferred Stock   (3)   (3) Common Stock 8,695 $ (3) I Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response (2)
Series E Convertible Preferred Stock   (3)   (3) Common Stock 125,934 $ (3) I Directly owned by Accel Europe L.P. See Explanation of Response (1)
Series E Convertible Preferred Stock   (3)   (3) Common Stock 3,017 $ (3) I Directly owned by Accel Europe Investors 2004 L.P. See Explanation of Response (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COMOLLI KEVIN E
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE
PALO ALTO, CA 94301
  X   X    

Signatures

/s/ Kevin Comolli 02/27/2014
**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) The reportable securities are owned directly by Accel Europe L.P. ("AE"). James R. Swartz and the Reporting Person (collectively the "AEA Managers") are the managers of Accel Europe Associates L.L.C. ("AEA LLC"). AEA LLC is the general partner of Accel Europe Associates L.P. ("AEA LP"), which is the general partner of AE. The AEA Managers, AEA LLC and AEA LP may be deemed to share voting and investment power over the shares held by AE and disclaim beneficial ownership of shares held by AE except to the extent of any pecuniary interest therein.
(2) The reportable securities are owned directly by Accel Europe Investors 2004 L.P. ("AEI"). The AEA Managers are the managers of AEA LLC. AEA LLC is the general partner of AEI. The AEA Managers and AEA LLC may be deemed to share voting and investment power over the shares held by AEI and disclaim beneficial ownership of shares held by AEI except to the extent of any pecuniary interest therein.
(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.

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.