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OneSpan Inc. — Major Shareholding Notification 2024
May 17, 2024
32649_mrq_2024-05-17_5f294ba9-b2a8-43a9-a2ee-4adef952448d.zip
Major Shareholding Notification
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SC 13D/A 1 sc13da1009050026_05172024.htm AMENDMENT NO. 10 TO THE SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 10) 1
OneSpan Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
68287N100
(CUSIP Number)
CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
12121 Wilshire Blvd, Suite 1240
Los Angeles, CA 90025
(424) 253-1773
ELIZABETH GONZALEZ-SUSSMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).
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CUSIP No. 68287N100
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners, L.P. I | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 2,813,070 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 2,813,070 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,813,070 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.4% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
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2
CUSIP No. 68287N100
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners, L.P. II | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 243,388 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 243,388 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 243,388 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
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3
CUSIP No. 68287N100
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 3,056,458 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 3,056,458 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,056,458 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 8.1% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
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4
CUSIP No. 68287N100
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners Asset Management, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 3,056,458 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 3,056,458 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,056,458 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 8.1% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IA |
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5
CUSIP No. 68287N100
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners Holdings, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 3,103,658 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 3,103,658 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,103,658 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 8.2% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
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6
CUSIP No. 68287N100
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Christopher S. Kiper | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 3,103,658 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 3,103,658 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,103,658 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 8.2% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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7
CUSIP No. 68287N100
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Raymond T. White | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 3,103,658 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 3,103,658 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,103,658 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 8.2% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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CUSIP No. 68287N100
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The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (the “Amendment No. 10”). This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .
Item 6 is hereby amended to add the following:
Legion Partners I has sold short in the over-the-counter market, additional American-style call options referencing an aggregate of 1,077,500 Shares, which have an exercise price of $15 per Share and expire on December 20, 2024, as set forth on Schedule A, which is incorporated herein by reference.
Legion Partners II has sold short in the over-the-counter market, additional American-style call options referencing an aggregate of 92,900 Shares, which have an exercise price of $15 per Share and expire on December 20, 2024, as set forth on Schedule A, which is incorporated herein by reference.
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CUSIP No. 68287N100
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 17, 2024
| Legion Partners, L.P. I — By: | Legion Partners Asset Management, LLC | |
|---|---|---|
| Investment Advisor | ||
| By: | /s/ Christopher S. Kiper | |
| Name: | Christopher S. Kiper | |
| Title: | Managing Director |
| Legion Partners, L.P. II — By: | Legion Partners Asset Management, LLC | |
|---|---|---|
| Investment Advisor | ||
| By: | /s/ Christopher S. Kiper | |
| Name: | Christopher S. Kiper | |
| Title: | Managing Director |
| Legion Partners, LLC — By: | Legion Partners Holdings, LLC | |
|---|---|---|
| Managing Member | ||
| By: | /s/ Christopher S. Kiper | |
| Name: | Christopher S. Kiper | |
| Title: | Managing Member |
| /s/ Christopher S. Kiper | |
|---|---|
| Name: | Christopher S. Kiper |
| Title: | Managing Director |
| /s/ Christopher S. Kiper | |
|---|---|
| Name: | Christopher S. Kiper |
| Title: | Managing Member |
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CUSIP No. 68287N100
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| /s/ Christopher S. Kiper |
|---|
| Christopher S. Kiper |
| /s/ Raymond T. White |
|---|
| Raymond T. White |
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CUSIP No. 68287N100
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SCHEDULE A
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 9 to the Schedule 13D
Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale
LEGION PARTNERS, L.P. I
| Short Sale of Dec 2024 Call Options ($15.00 Strike Price) 1 | (460,300) | 1.1041 | 05/15/2024 |
|---|---|---|---|
| Short Sale of Dec 2024 Call Options ($15.00 Strike Price) 1 | (460,300) | 1.1000 | 05/16/2024 |
| Short Sale of Dec 2024 Call Options ($15.00 Strike Price) 1 | (138,100) | 1.2500 | 05/16/2024 |
| Short Sale of Dec 2024 Call Options ($15.00 Strike Price) 1 | (18,800) | 1.5755 | 05/16/2024 |
LEGION PARTNERS, L.P. II
| Short Sale of Dec 2024 Call Options ($15.00 Strike Price) 1 | (39,700) | 1.1041 | 05/15/2024 |
|---|---|---|---|
| Short Sale of Dec 2024 Call Options ($15.00 Strike Price) 1 | (39,700) | 1.1000 | 05/16/2024 |
| Short Sale of Dec 2024 Call Options ($15.00 Strike Price) 1 | (11,900) | 1.2500 | 05/16/2024 |
| Short Sale of Dec 2024 Call Options ($15.00 Strike Price) 1 | (1,600) | 1.5755 | 05/16/2024 |
1 Represents Shares underlying American-style call options sold short in the over-the-counter market with an expiration date of December 20, 2024.