Legion Partners Amends OneSpan Stake Filing

TL;DR

Legion Partners updated its OneSpan filing on 7/18. Watch for changes.

AI Summary

Legion Partners Asset Management, LLC, a significant shareholder, filed an amendment to its Schedule 13D on July 18, 2024, regarding its holdings in OneSpan Inc. The filing indicates a change in the beneficial ownership of OneSpan's common stock, though specific details on the nature of the change or the exact number of shares involved are not provided in this excerpt. Legion Partners is based in Los Angeles, California.

Why It Matters

This filing signals potential shifts in major shareholder strategy or influence, which could impact OneSpan's stock performance and corporate governance.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often precede significant corporate actions or changes in shareholder activism, introducing uncertainty.

Key Players & Entities

• Legion Partners Asset Management, LLC (company) — Filing entity
• OneSpan Inc. (company) — Subject company
• 0000921895-24-001596 (filing_id) — Accession number for the filing
• 20240718 (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
• $26,421,551 — y by Legion Partners I is approximately $26,421,551, including brokerage commissions. The a
• $2,653,957 — by Legion Partners II is approximately $2,653,957, 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

Filing Documents

• sc13da1209050026_07182024.htm (SC 13D/A) — 236KB
• 0000921895-24-001596.txt ( ) — 238KB

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 1,884,300 Shares owned directly by Legion Partners I is approximately $26,421,551, including brokerage commissions. The aggregate purchase price of the 226,865 Shares owned directly by Legion Partners II is approximately $2,653,957, 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 July 18, 2024, Legion Partners I beneficially owned 1,884,300 Shares. Percentage: Approximately 5.0% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,884,300 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,884,300 (c) The transactions in the securities of the Issuer by Legion Partners I since the filing of Amendment No. 11 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 July 18, 2024, Legion Partners II beneficially owned 226,865 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: 226,865 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 226,865 (c) The transactions in the securities of the Issuer by Legion Partners II since the filing of Amendment No. 11 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) 1,884,300 Shares owned by Legion Partners I and (ii) 226,865 Shares owned by Legion Partners II. Percentage: Approximately 5.6% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direc

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 to add the following: Legion Partners I previously 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. Legion Partners I has subsequently purchased certain of these call options referencing an aggregate of 33,000 shares prior to the expiration date, as set forth on Schedule A, which is incorporated herein by reference. 11 CUSIP No. 68287N100 Legion Partners II previously 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. Legion Partners II has subsequently purchased certain of these call options referencing an aggregate of 2,900 shares prior to the expiration date, as set forth on Schedule A, which is incorporated herein by reference. 12 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: July 18, 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 13 CUSIP No. 68287N100 /s/ Christopher S. Kiper Christopher S. Kiper /s/ Raymond T. White Raymond T. White 14 CUSIP No. 68287N100 SCHEDULE A Transactions in the Securities of the Issuer Since the Filing of Amendment No. 11 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 (24,678) 12.7645 07/01/2024 Sale of Common Stock (22,739) 12.5529 07/02/2024 Sale of Common Stock (27,087) 12.6195 07/03/2024 Sale of Common Stock (3,758) 12.5033 07/05/2024 Sale of Common Stock (63,121) 12.7562 07/08/2024 Sale of Common Stock (19,395) 12.6000 07/09/2024 Buy to Cover September 2024 Call Options ($15 Strike Price) 1 10,100 0.4500 07/09/2024 Sale of Common Stock (23,740) 12.5779 07/10/2024 Buy to Cover September 2024 Call Options ($15 Strike Price) 1 22,900 0.4476 07/10/2024 Sale of Common Stock (49,689) 12.9262 07/11/

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View this SC 13D/A filing on SEC EDGAR