Legion Partners Amends OneSpan Stake Filing

TL;DR

Legion Partners updated their OneSpan filing on 5/7. Watch this space.

AI Summary

Legion Partners Asset Management, LLC has amended its Schedule 13D filing regarding OneSpan Inc. as of May 7, 2024. The filing indicates a change in beneficial ownership of OneSpan Inc. common stock, though specific share counts or dollar amounts are not detailed in this excerpt.

Why It Matters

This amendment signals ongoing activity or changes in holdings by a significant investor in OneSpan Inc., which could influence market perception and stock price.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often indicate shifts in activist investor strategies or significant changes in holdings, which can introduce volatility.

Key Numbers

• 20240507 — Filing Date (Date of the Schedule 13D/A amendment)

Key Players & Entities

• Legion Partners Asset Management, LLC (company) — Filer of the Schedule 13D amendment
• OneSpan Inc. (company) — Subject company of the filing
• CHRIST (person) — Mentioned in relation to the CUSIP number

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class o
• $43,797,190 — y by Legion Partners I is approximately $43,797,190, including brokerage commissions. The a
• $2,930,868 — by Legion Partners II is approximately $2,930,868, including brokerage commissions. The a
• $374,758 — gion Partners Holdings is approximately $374,758, including brokerage commissions. Item
• $15 — Shares, which have an exercise price of $15 per Share and expire on September 20, 2
• $15.00 — Short Sale of Sep 2024 Call Options ($15.00 Strike Price) 1 (117,400) 0.8000 04/

Filing Documents

• sc13da909050026_05072024.htm (SC 13D/A) — 231KB
• 0000921895-24-001065.txt ( ) — 232KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of Legion Partners I, Legion Partners II and Legion Partners Holdings were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 2,813,070 Shares owned directly by Legion Partners I is approximately $43,797,190, including brokerage commissions. The aggregate purchase price of the 243,388 Shares owned directly by Legion Partners II is approximately $2,930,868, including brokerage commissions. The aggregate purchase price of the 47,200 Shares owned directly by Legion Partners Holdings is approximately $374,758, including brokerage commissions.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) - (c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 37,845,509 Shares outstanding as of April 26, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2024. A. Legion Partners I (a) As of the close of business on May 7, 2024, Legion Partners I beneficially owned 2,813,070 Shares. Percentage: Approximately 7.4% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,813,070 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,813,070 (c) The transactions in the securities of the Issuer by Legion Partners I during the past sixty days are set forth in Schedule A and are incorporated herein by reference. B. Legion Partners II (a) As of the close of business on May 7, 2024, Legion Partners II beneficially owned 243,388 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 243,388 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 243,388 9 CUSIP No. 68287N100 (c) The transactions in the securities of the Issuer by Legion Partners II during the past sixty days are set forth in Schedule A and are incorporated herein by reference. C. Legion Partners GP (a) Legion Partners GP, as the general partner of each of Legion Partners I and Legion Partners II, may be deemed the beneficial owner of the (i) 2,813,070 Shares owned by Legion Partners I and (ii) 243,388 Shares owned by Legion Partners II. Percentage: Approximately 8.1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,056,458 3. Sole power to dispose or direct the dispos

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended and restated to read as follows: Legion Partners I has sold short in the over-the-counter market American-style call options referencing an aggregate of 273,800 Shares, which have an exercise price of $15 per Share and expire on September 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 American-style call options referencing an aggregate of 24,200 Shares, which have an exercise price of $15 per Share and expire on September 20, 2024, as set forth on Schedule A, which is incorporated herein by reference. Legion Partners I has sold short in the over-the-counter market American-style call options referencing an aggregate of 533,000 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 American-style call options referencing an aggregate of 46,000 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. 11 CUSIP No. 68287N100

SIGNATURES

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 7, 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 Legion Partners Asset Management, LLC By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Director Legion Partners Holdings, LLC By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Member /s/ Christopher S. Kiper Christopher S. Kiper /s/ Raymond T. White Raymond T. White 12 CUSIP No. 68287N100 SCHEDULE A Transactions in the Securities of the Issuer During the Past Sixty Days Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale LEGION PARTNERS, L.P. I Short Sale of Sep 2024 Call Options ($15.00 Strike Price) 1 (117,400) 0.8000 04/01/2024 Short Sale of Sep 2024 Call Options ($15.00 Strike Price) 1 (25,500) 0.8000 04/02/2024 Short Sale of Sep 2024 Call Options ($15.00 Strike Price) 1 (31,200) 0.8227 04/03/2024 Short Sale of Sep 2024 Call Options ($15.00 Strike Price) 1 (99,700) 0.8259 04/04/2024 Purchase of Common Stock 9,363 9.9570 04/15/2024 Purchase of Common Stock 21,923 9.8971 04/16/2024 Purchase of Common Stock 26,667 9.9354 04/17/2024 Purchase of Common Stock 18,178 9.9659 04/18/2024 Purchase of Common Stock 15,897 9.9720 04/19/2024 Short Sale of Dec 2024

View Full Filing

View this SC 13D/A filing on SEC EDGAR