James O'Boyle - Feb 2, 2023 Form 4 Insider Report for VARONIS SYSTEMS INC (VRNS)

Role: SVP of Worldwide Sales
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, 08:01 PM
Previous filing: Nov 7, 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	+17.6K	+4.1%	$0.00	447K	Feb 2, 2023	Direct	F1
holding	VRNS	Common Stock, par value $0.001 per share						30K	Feb 2, 2023	Held by James O'Boyle 2014 Family Trust

* 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.

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.