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 *
J.P. Morgan Investment Management Inc.
  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)
270 PARK AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2014
(Street)

NEW YORK, NY 10017
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)
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 03/05/2014   C   107,985 A (1) 363,325 I See Footnote (2)
Common Stock 03/05/2014   C   103,666 A (1) 348,791 I See Footnote (3)
Common Stock 03/05/2014   C   4,319 A (1) 14,534 I See Footnote (4)
Common Stock 03/05/2014   C   2,734 A (1) 9,199 I See Footnote (5)
Common Stock 03/05/2014   C   489,649 A (6) 852,974 I See Footnote (2)
Common Stock 03/05/2014   C   470,063 A (6) 818,854 I See Footnote (3)
Common Stock 03/05/2014   C   19,586 A (6) 34,120 I See Footnote (4)
Common Stock 03/05/2014   C   12,396 A (6) 21,595 I See Footnote (5)

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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
Series A Preferred Stock (1) 03/05/2014   C     107,985   (1)   (1) Common Stock 107,985 $ 0 0 I See Footnote (2)
Series A Preferred Stock (1) 03/05/2014   C     103,666   (1)   (1) Common Stock 103,666 $ 0 0 I See Footnote (3)
Series A Preferred Stock (1) 03/05/2014   C     4,319   (1)   (1) Common Stock 4,319 $ 0 0 I See Footnote (4)
Series A Preferred Stock (1) 03/05/2014   C     2,734   (1)   (1) Common Stock 2,734 $ 0 0 I See Footnote (5)
Series D Preferred Stock (6) 03/05/2014   C     489,649   (6)   (6) Common Stock 489,649 $ 0 0 I See Footnote (2)
Series D Preferred Stock (6) 03/05/2014   C     470,063   (6)   (6) Common Stock 470,063 $ 0 0 I See Footnote (3)
Series D Preferred Stock (6) 03/05/2014   C     19,586   (6)   (6) Common Stock 19,586 $ 0 0 I See Footnote (4)
Series D Preferred Stock (6) 03/05/2014   C     12,396   (6)   (6) Common Stock 12,396 $ 0 0 I See Footnote (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
J.P. Morgan Investment Management Inc.
270 PARK AVENUE
NEW YORK, NY 10017
    X    

Signatures

 By: Charles J. Willis, Jr. /s/ Charles J. Willis, Jr.   03/05/2014
**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) Immediately prior to the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock were automatically converted on a one-for-one basis to shares of Common Stock. The Series A preferred stock had no expiration date.
(2) Represents shares held by J.P. Morgan Digital Growth Fund L.P. ("DGF"). J.P. Morgan Investment Management Inc. ("JPMIM") serves as investment advisor to DGF. JPMIM disclaims beneficial ownership of the shares held by DGF and disclaims pecuniary interest in such shares except to the extent of its economic interest.
(3) Represents shares held by JPMorgan Direct Venture Capital Institutional Investors IV LLC ("JPM IV"). JPMIM serves as investment advisor to JPM IV. JPMIM disclaims beneficial ownership of the shares held by JPM IV and disclaims pecuniary interest in such shares except to the extent of its economic interest.
(4) Represents shares held by JPMorgan Venture Capital Institutional Offshore Investors IV L.P. ("JPM IV Offshore"). JPMIM serves as investment advisor to JPM IV Offshore. JPMIM disclaims beneficial ownership of the shares held by JPM IV Offshore and disclaims pecuniary interest in such shares except to the extent of its economic interest.
(5) Represents shares held by 522 Fifth Avenue Fund, L.P. ("522"). JPMIM serves as investment advisor to 522. JPMIM disclaims beneficial ownership of the shares held by 522 and disclaims pecuniary interest in such shares except to the extent of its economic interest.
(6) Immediately prior to the closing of the Issuer's initial public offering, all shares of Series D Preferred Stock were automatically converted on a one-for-one basis to shares of Common Stock. The Series D preferred stock had no expiration date.

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