Gilad Raz - Feb 3, 2022 Form 4/A - Amendment Insider Report for VARONIS SYSTEMS INC (VRNS)

Role: CIO & VP of Technical Services
Signature: /s/ Dov Gottlieb, as attorney-in-fact
Stock symbol: VRNS
Transactions as of: Feb 3, 2022
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 3/11/2022, 06:46 PM
Date Of Original Report: Feb 7, 2022
Previous filing: Dec 3, 2021

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	+57.9K	+30.35%	$0.00	249K	Feb 3, 2022	Direct	F1

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

Gilad Raz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents shares earned by the reporting person for no consideration under certain performance-vesting restricted stock units (the "2021 PSUs"), which were granted to the reporting person pursuant to the Issuer's 2013 Omnibus Equity Incentive Plan. The 2021 PSUs were earned subject to the satisfaction of certain annual recurring revenues goals for the 2021 fiscal year, the performance of which was certified by the Issuer's compensation committee on February 3, 2022. Such PSUs vested or will vest, and an equal number of shares of common stock became or 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, 2022, 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 "2021 PSUs"), which were granted to the reporting person pursuant to the Issuer's 2013 Omnibus Equity Incentive Plan. The 2021 PSUs were earned subject to the satisfaction of certain annual recurring revenues goals for the 2021 fiscal year, the performance of which was certified by the Issuer's compensation committee on February 3, 2022. Such PSUs vested or will vest, and an equal number of shares of common stock became or 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, 2022, subject to the reporting person's continued employment through such date.

Remarks:

On February 3, 2022, in connection with a change in the reporting structure of the Issuer, the reporting person ceased to be an executive officer of the Issuer. The reporting person remains employed by the Issuer and holds the same title as he held previously. The original Form 4, filed on February 7, 2022, is being amended to correct the number of shares underlying the 2021 PSUs earned by the reporting person on February 3, 2022, which was incorrectly reported due to clerical error. No changes have been made to the 2021 PSUs or the calculation of their payout. This amendment also reflects the correct number of shares beneficially owned immediately following the reported transactions on February 7, 2022.