Sec Form 13D Filing - Altai Capital Management L.P. filing for ONESPAN INC (OSPN) - 2023-11-21

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

OneSpan Inc.

 

(Name of Issuer)

 

Common Stock, par value $0.001 per share

 

(Title of Class of Securities)

 

68287N100

 

(CUSIP Number)

 

Rishi Bajaj

Managing Principal

Altai Capital Management, L.P.

4675 MacArthur Court

Suite 1500

Newport Beach, California 92660

(949) 326-9612

 

with a copy to:

Thomas E. Redburn Jr.

Maya Ginsburg

Sarah Cole

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10022

(212) 262-6700

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 17, 2023

 

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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).

 

 

 

 

 

 

CUSIP No. 68287N100 SCHEDULE 13D Page 2 of 7

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Altai Capital Management, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b) ☒

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,695,168

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,695,168

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,695,168

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.2%

14

TYPE OF REPORTING PERSON

IA, PN

 

 

 

 

CUSIP No. 68287N100 SCHEDULE 13D Page 3 of 7

 

1

NAMES OF REPORTING PERSONS

Altai Capital Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b) ☒

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH

REPORTING
PERSON
WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,695,168

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,695,168

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,695,168

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.2%

14

TYPE OF REPORTING PERSON

HC, OO

 

 

 

 

CUSIP No. 68287N100 SCHEDULE 13D Page 4 of 7

 

1

NAMES OF REPORTING PERSONS

Rishi Bajaj

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b) ☒

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,695,168

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,695,168

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,695,168

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.2%

14

TYPE OF REPORTING PERSON

HC, IN

 

 

 

 

CUSIP No. 68287N100 SCHEDULE 13DPage 5 of 7

 

Explanatory Note

 

This Amendment No. 1 (“Amendment”) amends the Schedule 13D, filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Reporting Person on November 21, 2022 (the “Schedule 13D”). This Schedule 13D, as amended by this Amendment relates to the shares of common stock, $0.001 par value per share (“Common Stock”), of OneSpan Inc., a Delaware corporation (the “Issuer”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

 

This Amendment constitutes an exit filing for the Reporting Persons as the Reporting Persons own less than five percent (5%) of the shares of Common Stock of the Issuer.

 

Item 5.

INTEREST IN SECURITIES OF THE ISSUER
   
  Item 5 is hereby amended and restated in its entirety as follows:
   
 

(a) - (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially own an aggregate 1,695,168 shares of Common Stock, which Common Stock may be deemed to be beneficially owned by each of the Investment Manager, IMGP and Mr. Bajaj, and which represent approximately 4.2% of the Issuer’s currently outstanding Common Stock. All percentages set forth herein are based upon a total of 39,887,336 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023. For purposes of disclosing the number of shares of Common Stock beneficially owned by each of the Reporting Persons, Investment Manager, IMGP and Mr. Bajaj may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock that are owned beneficially and directly by the Reporting Persons. Each of Investment Manager, IMGP and Mr. Bajaj disclaims beneficial ownership of such shares of Common Stock for all other purposes.

 

(c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule 1 hereto and is incorporated herein by reference.

 

(d) Except as set forth in this Item 5 and for persons referred to in Item 2, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule 13D that may be deemed to be beneficially owned by the Reporting Persons.

 

(e) As of November 17, 2023, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s outstanding Common Stock.

 

 

 

 

CUSIP No. 68287N100 SCHEDULE 13D Page 6 of 7

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 21, 2023

 

  ALTAI CAPITAL MANAGEMENT, L.P.
   
  By: /s/ Rishi Bajaj
  Name: Rishi Bajaj
  Title: Authorized Signatory
   
  ALTAI CAPITAL MANAGEMENT, LLC
     
  By: /s/ Rishi Bajaj
  Name: Rishi Bajaj
  Title: Authorized Signatory
     
    /s/ Rishi Bajaj
  Name: Rishi Bajaj

 

 

 

 

CUSIP No. 68287N100 SCHEDULE 13D Page 7 of 7

 

SCHEDULE 1

 

Transactions of the Reporting Persons Effected

 

During the Past 60 Days

 

The following table sets forth all transactions in the Common Stock effected by each of the Reporting Persons in the past sixty days:

 

Investment Manager

 

Date  Security  Amount of Shares Bought (Sold)   Approximate Price per Share (excluding commissions) 
11/13/2023   Common Stock    (16,468 )  $ 10.1226  
11/13/2023   Common Stock     (23,712 )   $ 10.1752  
11/17/2023  Common Stock   (289,820)  $10.0494 
11/21/2023  

Common Stock 

    (150,000 )   $ 10.0352  

 

All of the above transactions were effected on the open market.