Legion Partners Amends OneSpan Stake Filing

TL;DR

Legion Partners updated their OneSpan filing. Still watching.

AI Summary

Legion Partners Asset Management, LLC has filed an amendment (No. 13) to its Schedule 13D regarding OneSpan Inc. The filing, dated August 9, 2024, indicates a change in the reporting of beneficial ownership. Legion Partners Asset Management, LLC is based in Los Angeles, CA.

Why It Matters

This filing updates the market on Legion Partners' stake in OneSpan, which could signal changes in their investment strategy or influence on the company.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can indicate shifts in activist investor positions, potentially leading to increased volatility.

Key Players & Entities

• Legion Partners Asset Management, LLC (company) — Filing entity
• OneSpan Inc. (company) — Subject company
• August 9, 2024 (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
• $12,888,139 — y by Legion Partners I is approximately $12,888,139, including brokerage commissions. The a
• $1,707,400 — by Legion Partners II is approximately $1,707,400, including brokerage commissions. The a
• $374,758 — gion Partners Holdings is approximately $374,758, including brokerage commissions. Item
• $15 — Shares, which had an exercise price of $15 per Share and expiring on September 20,

Filing Documents

• sc13da1309050026_08092024.htm (SC 13D/A) — 224KB
• 0000921895-24-001736.txt ( ) — 226KB

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). The aggregate purchase price of the 1,079,050 Shares owned directly by Legion Partners I is approximately $12,888,139, including brokerage commissions. The aggregate purchase price of the 157,415 Shares owned directly by Legion Partners II is approximately $1,707,400, 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) and (e) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 37,871,062 Shares outstanding as of July 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 August 1, 2024. A. Legion Partners I (a) As of the date hereof, Legion Partners I beneficially owned 1,079,050 Shares. Percentage: Approximately 2.8% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,079,050 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,079,050 B. Legion Partners II (a) As of the date hereof, Legion Partners II beneficially owned 157,415 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 157,415 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 157,415 9 CUSIP No. 68287N100 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) 1,079,050 Shares owned by Legion Partners I and (ii) 157,415 Shares owned by Legion Partners II. Percentage: Approximately 3.3% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,236,465 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,236,465 D. Legion Partners Asset Management (a) Legion Partners Asset Management, as the investment advisor of each of Legion Partners I and Legion Partners II, may be deemed the beneficial owner of the (i) 1,079,050 Shares owned by Legion Partners I and (ii) 157,415 Shares owned by Legion Partners II. Per

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 240,800 Shares, which had an exercise price of $15 per Share and expiring on September 20, 2024. Legion Partners I has subsequently purchased these call options prior to the expiration date to cover its short position, as set forth on Schedule A, which is incorporated herein by reference. Accordingly, Legion Partners I no longer has any exposure to such call options. Legion Partners II previously sold short in the over-the-counter market American-style call options referencing an aggregate of 21,300 Shares, which had an exercise price of $15 per Share and expiring on September 20, 2024. Legion Partners II has subsequently purchased these call options prior to the expiration date to cover its short position, as set forth on Schedule A, which is incorporated herein by reference. Accordingly, Legion Partners II no longer has any exposure to such call options. Legion Partners I previously sold short in the over-the-counter market American-style call options referencing an aggregate of 1,610,500 Shares, which had an exercise price of $15 per Share and expiring on December 20, 2024. Legion Partners I has subsequently purchased these call options prior to the expiration date to cover its short position, as set forth on Schedule A, which is incorporated herein by reference. Accordingly, Legion Partners I no longer has any exposure to such call options. Legion Partners II previously sold short in the over-the-counter market American-style call options referencing an aggregate of 138,900 Shares, which had an exercise price of $15 per Share and expiring on December 20, 2024. Legion Partners II has subsequently purchased these call options prior to the expiration date to cover its short position, as set forth on Schedule A, which is incorporated herein by reference. Accordingly, Legion Partners II no lo

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: August 9, 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 12 CUSIP No. 68287N100 /s/ Christopher S. Kiper Christopher S. Kiper /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. 12 to the Schedule 13D Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale LEGION PARTNERS, L.P. I Buy to Cover September 2024 Call Options ($15 Strike Price) 1 46,100 1.0717 07/29/2024 Buy to Cover September 2024 Call Options ($15 Strike Price) 1 55,600 1.0917 07/30/2024 Buy to Cover September 2024 Call Options ($15 Strike Price) 1 139,100 1.1497 08/01/2024 Buy to Cover December 2024 Call Options ($15 Strike Price) 2 1,610,500 1.9000 08/07/2024 Sale of Common Stock (805,250) 14.6500 08/07/2024 LEGION PARTNERS, L.P. II Buy to Cover September 2024 Call Options ($15 Strike Price) 1 4,100 1.0717 07/29/2024 Buy to Cover September 2024 Call Options ($15 Strike Price) 1

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