David Bass - Feb 2, 2023 Form 4 Insider Report for VARONIS SYSTEMS INC (VRNS)

Role: EVP Engineering & CTO
Signature: /s/ Ofer Margalit, as attorney-in-fact
Stock symbol: VRNS
Transactions as of: Feb 2, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/6/2023, 08:00 PM
Previous filing: Feb 14, 2022
Next filing: Feb 10, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRNS	Common Stock, par value $0.001 per share	Award	$0	+17.3K	+3.22%	$0.00	557K	Feb 2, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares earned by the reporting person for no consideration under certain performance-vesting restricted stock units (the "2022 PSUs"), which were granted to the reporting person pursuant to the Issuer's 2013 Omnibus Equity Incentive Plan. The 2022 PSUs were earned subject to the satisfaction of certain revenue goals for the 2022 fiscal year, the performance of which was certified by the Issuer's compensation committee on February 2, 2023. Such 2022 PSUs will vest, and an equal number of shares of common stock will be deliverable to the reporting person, in three equal annual installments upon the last calendar day of the month of February beginning on February 28, 2023, subject to the reporting person's continued employment through such date.
F2	On February 26, 2021, the Issuer announced a three-for-one stock split of the Issuer's Common Stock pursuant to which each stockholder of record at the close of business on March 11, 2021 received two additional shares of Common Stock for each then held share (the "Stock Split"). The amount of securities reported on this Form 4 has been adjusted to reflect the Stock Split. Forms 4 filed on behalf of the reporting person after March 11, 2021, did not reflect the Stock Split in column 5.

Content

Represents shares earned by the reporting person for no consideration under certain performance-vesting restricted stock units (the "2022 PSUs"), which were granted to the reporting person pursuant to the Issuer's 2013 Omnibus Equity Incentive Plan. The 2022 PSUs were earned subject to the satisfaction of certain revenue goals for the 2022 fiscal year, the performance of which was certified by the Issuer's compensation committee on February 2, 2023. Such 2022 PSUs will vest, and an equal number of shares of common stock will be deliverable to the reporting person, in three equal annual installments upon the last calendar day of the month of February beginning on February 28, 2023, subject to the reporting person's continued employment through such date.

On February 26, 2021, the Issuer announced a three-for-one stock split of the Issuer's Common Stock pursuant to which each stockholder of record at the close of business on March 11, 2021 received two additional shares of Common Stock for each then held share (the "Stock Split"). The amount of securities reported on this Form 4 has been adjusted to reflect the Stock Split. Forms 4 filed on behalf of the reporting person after March 11, 2021, did not reflect the Stock Split in column 5.