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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1. Name and Address of Reporting Person * O'Boyle James   2. Issuer Name and Ticker or Trading Symbol VARONIS SYSTEMS INC [VRNS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP of Worldwide Sales (Last) (First) (Middle) C/O VARONIS SYSTEMS, INC.,, 1250 BROADWAY, 31ST FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/20/2015 (Street) NEW YORK, NY 10001 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, $0.001 par value 02/20/2015   A   8,000 (1) A $ 0.001 186,276 D   Common Stock, $0.001 par value 02/23/2015   M   1,250 A $ 1.576 187,526 D   Common Stock, $0.001 par value 02/23/2015   M   5,500 A $ 12.47 193,026 D

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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

Stock Option (right to buy)

$ 29.88

02/20/2015

A

8,000

(2)

02/20/2025

Common Stock

8,000

$ 0

8,000

D

Stock Option (right to buy)

$ 1.576

02/23/2015

M

1,250

01/14/2011(3)

01/14/2020

Common Stock

1,250

$ 0

0

D

Stock Option (right to buy)

$ 12.47

02/23/2015

M

5,500

04/17/2014(3)

04/17/2023

Common Stock

5,500

$ 0

6,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
O'Boyle James C/O VARONIS SYSTEMS, INC., 1250 BROADWAY, 31ST FLOOR NEW YORK, NY 10001			SVP of Worldwide Sales

Signatures

/s/ James O'Boyle		02/24/2015
**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 restricted stock units granted to the reporting person on February 20, 2015. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, in four equal annual installments upon the last calendar day of the month of February beginning on February 29, 2016.
(2)	25% of the options become exercisable one year from the date of grant. 1/48th of the remaining options become exercisable monthly 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 became exercisable monthly thereafter on a pro rata basis.

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