Legion Partners Amends OneSpan Stake Filing

TL;DR

Legion Partners updated its OneSpan filing - still watching closely.

AI Summary

Legion Partners Asset Management, LLC, a significant shareholder, filed an amendment to its Schedule 13D on June 28, 2024, regarding its holdings in OneSpan Inc. The filing indicates a change in the beneficial ownership of the company's common stock. Legion Partners has been actively involved with OneSpan, previously engaging in discussions and proxy contests.

Why It Matters

This filing updates the market on Legion Partners' current stake and potential influence over OneSpan Inc., which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can signal shifts in strategy or potential activist actions, impacting stock volatility.

Key Players & Entities

• Legion Partners Asset Management, LLC (company) — Filing entity
• OneSpan Inc. (company) — Subject company
• 0000921895-24-001489 (filing_id) — Accession number for the filing
• 20240628 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class o
• $35,282,691 — y by Legion Partners I is approximately $35,282,691, including brokerage commissions. The a
• $2,796,064 — by Legion Partners II is approximately $2,796,064, including brokerage commissions. The a
• $374,758 — gion Partners Holdings is approximately $374,758, including brokerage commissions. Item

Filing Documents

• sc13da1109050026_06282024.htm (SC 13D/A) — 228KB
• 0000921895-24-001489.txt ( ) — 230KB

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 2,363,191 Shares owned directly by Legion Partners I is approximately $35,282,691, including brokerage commissions. The aggregate purchase price of the 235,384 Shares owned directly by Legion Partners II is approximately $2,796,064, 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 June 28, 2024, Legion Partners I beneficially owned 2,363,191 Shares. Percentage: Approximately 6.2% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,363,191 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,363,191 (c) The transactions in the securities of the Issuer by Legion Partners I since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. B. Legion Partners II (a) As of the close of business on June 28, 2024, Legion Partners II beneficially owned 235,384 Shares. Percentage: Less than 1% 9 CUSIP No. 68287N100 (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 235,384 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 235,384 (c) The transactions in the securities of the Issuer by Legion Partners II since the filing of Amendment No. 10 to the Schedule 13D 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) 2,363,191 Shares owned by Legion Partners I and (ii) 235,384 Shares owned by Legion Partners II. Percentage: Approximately 6.9% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct

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: June 28, 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 12 CUSIP No. 68287N100 /s/ Raymond T. White Raymond T. White 13 CUSIP No. 68287N100 SCHEDULE A Transactions in the Securities of the Issuer Since the Filing of Amendment No. 10 to the Schedule 13D Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale LEGION PARTNERS, L.P. I Sale of Common Stock (11,319) 12.7738 06/14/2024 Sale of Common Stock (58,102) 13.0585 06/17/2024 Sale of Common Stock (24,661) 12.7877 06/18/2024 Sale of Common Stock (688) 12.7536 06/20/2024 Sale of Common Stock (136,714) 12.5514 06/21/2024 Sale of Common Stock (11,449) 12.5030 06/24/2024 Sale of Common Stock (45,685) 12.5221 06/25/2024 Sale of Common Stock (99,765) 12.6369 06/26/2024 Sale of Common Stock (36,143) 12.8234 06/27/2024 Sale of Common Stock (25,353) 12.8502 06/28/2024 LEGION PARTNERS, L.P. II Sale of Common Stock (201) 12.7738 06/14

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