Sec Form 4 Filing - Hoyt Mark Stephen @ OneSpan Inc. - 2020-03-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hoyt Mark Stephen 2. Issuer Name and Ticker or Trading Symbol OneSpan Inc. [ OSPN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 121 W. WACKER DRIVE, SUITE 2050 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2020 (Street) CHICAGO, IL60601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.001 par value 03/31/2020 M 25,026 A $ 18.15 80,728 D Common Stock, $0.001 par value 03/31/2020 F 7,378 D $ 18.15 73,350 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Stock Units ( 1 ) 03/31/2020 M 25,026 ( 1 ) 12/31/2019 Common Stock 25,026 $ 18.15 0 D Restricted Stock Units ( 2 ) ( 4 ) ( 5 ) Common Stock 25,598 25,598 D Restricted Stock Units ( 3 ) ( 4 ) ( 5 ) Common Stock 18,624 18,624 D Performance Stock Units ( 6 ) ( 6 ) 12/31/2022 Common Stock 38,397 38,397 D Performance Stock Units ( 6 ) ( 6 ) 12/31/2021 Common Stock 37,246 37,246 D Performance Stock Units ( 6 ) ( 6 ) 12/31/2020 Common Stock 27,945 27,945 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hoyt Mark Stephen 121 W. WACKER DRIVE SUITE 2050 CHICAGO, IL60601 Chief Financial Officer Signatures /s/ Steven R. Worth, Attorney in Fact 04/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The performance stock units cliff vested at the expiration date, and were earned at 116% of target on March 31, 2020 as the performance criteria established by the Compensation Committee of the Board were exceeded. ( 2 )The reporting person received a restricted stock unit grant on January 15, 2020. Each restricted stock unit represents a contingent right to receive one share of OneSpan's common stock. ( 3 )The reporting person received a restricted stock unit grant upon approval of the OneSpan Inc. 2019 Omnibus Incentive Plan (the "2019 Plan") at the Annual Meeting of Stockholders of OneSpan Inc. held on June 12, 2019. The 2019 Plan was approved by the Board on February 1, 2019, subject to stockholder approval. Each restricted stock unit represents a contingent right to receive one share of OneSpan's common stock. ( 4 )The shares acquired are restricted stock units and vest pro-rata over four years on the semi-annual anniversaries of the grant date. ( 5 )Not applicable. ( 6 )Each performance stock unit represents a right to receive one share of OneSpan's common stock. The performance stock units cliff vest at the expiration date if the performance criteria established by the Compensation Committee of the Board are met.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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