Yakov Faitelson - May 9, 2024 Form 4 Insider Report for VARONIS SYSTEMS INC (VRNS)

Signature
/s/ Dov Gottlieb as attorney-in-fact
Stock symbol
VRNS
Transactions as of
May 9, 2024
Transactions value $
-$11,800,722
Form type
4
Date filed
5/10/2024, 06:49 PM
Previous filing
Mar 4, 2024

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 Options Exercise $500K +71.4K +5.23% $7.00 1.44M May 9, 2024 Direct F1
transaction VRNS Common Stock, par value $0.001 per share Options Exercise $43.6K +4.37K +0.3% $9.96 1.44M May 9, 2024 Direct F1
transaction VRNS Common Stock, par value $0.001 per share Options Exercise $70.5K +12.5K +0.87% $5.62 1.45M May 9, 2024 Direct F1
transaction VRNS Common Stock, par value $0.001 per share Options Exercise $1.29M +184K +12.64% $7.00 1.64M May 9, 2024 Direct F2
transaction VRNS Common Stock, par value $0.001 per share Options Exercise $1M +101K +6.15% $9.96 1.74M May 9, 2024 Direct F2
transaction VRNS Common Stock, par value $0.001 per share Sale -$12.9M -284K -16.36% $45.23 1.45M May 9, 2024 Direct F2
transaction VRNS Common Stock, par value $0.001 per share Options Exercise $267K +47.5K +3.27% $5.62 1.5M May 10, 2024 Direct F2
transaction VRNS Common Stock, par value $0.001 per share Sale -$2.11M -47.5K -3.16% $44.53 1.45M May 10, 2024 Direct F2
holding VRNS Common Stock, par value $0.001 per share 4.94K May 9, 2024 By Spouse
holding VRNS Common Stock, par value $0.001 per share 253K May 9, 2024 By Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VRNS Stock Option (right to buy) Options Exercise $0 -71.4K -28.01% $0.00 184K May 9, 2024 Common Stock 71.4K $7.00 Direct F1, F3
transaction VRNS Stock Option (right to buy) Options Exercise $0 -4.37K -4.17% $0.00 101K May 9, 2024 Common Stock 4.37K $9.96 Direct F1, F3
transaction VRNS Stock Option (right to buy) Options Exercise $0 -12.5K -20.91% $0.00 47.5K May 9, 2024 Common Stock 12.5K $5.62 Direct F1, F3
transaction VRNS Stock Option (right to buy) Options Exercise $0 -184K -100% $0.00* 0 May 9, 2024 Common Stock 184K $7.00 Direct F2, F3
transaction VRNS Stock Option (right to buy) Options Exercise $0 -101K -100% $0.00* 0 May 9, 2024 Common Stock 101K $9.96 Direct F2, F3
transaction VRNS Stock Option (right to buy) Options Exercise $0 -47.5K -100% $0.00* 0 May 10, 2024 Common Stock 47.5K $5.62 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person acquired these shares by the exercise of incentive stock options, certain of which have upcoming expiration dates in August 2024 and February 2025. These shares have not been sold by the reporting person.
F2 The reporting person acquired these shares by the exercise of non-qualifying stock options, certain of which have upcoming expiration dates in August 2024 and February 2025. The reporting person then sold such shares in multiple transactions on May 9, 2024 and May 10, 2024, at prices ranging from $44.75 to $45.62 on May 9, 2024 and $44.28 to $45.18 on May 10, 2024 (with the prices reported for such sales in Column 4 representing a weighted average price).
F3 The stock options vested and became exercisable over various vesting schedules reported on the reporting person's prior Form 4s, becoming fully exercisable on the following dates: with respect to the stock options with a $7.00 exercise price, August 7, 2018; with respect to the stock options with a $9.96 exercise price, March 20, 2020; and with respect to the stock options with a $5.6233 exercise price, March 17, 2021.

Remarks:

The reporting person undertakes to provide to Varonis Systems, Inc., any security holder of Varonis Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 2.