Sec Form 4 Filing - Worth Steven @ OneSpan Inc. - 2021-03-15

Insider filing report for Changes in Beneficial Ownership
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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
Worth Steven
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)
General Counsel
(Last) (First) (Middle)
121 W. WACKER, 20TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2021
(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 03/15/2021 M 17,323 ( 1 ) A $ 25.42 30,995 D
Common Stock, $0.001 par value 03/15/2021 F 5,076 ( 2 ) D $ 25.42 25,919 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
Restricted Stock Units ( 3 ) ( 4 ) ( 5 ) Common Stock 11,624 11,624 D
Restricted Stock Units ( 6 ) ( 4 ) ( 5 ) Common Stock 14,133 14,133 D
Restricted Stock Units ( 7 ) ( 4 ) ( 5 ) Common Stock 9,132 9,132 D
Performance Stock Units ( 8 ) ( 8 ) 12/31/2023 Common Stock 17,436 17,436 D
Performance Stock Units ( 9 ) ( 9 ) 12/31/2022 Common Stock 14,134 14,134 D
Performance Stock Units ( 10 ) ( 10 ) 12/31/2021 Common Stock 21,914 21,914 D
Performance Stock Units ( 1 ) 03/15/2021 M 17,833 ( 1 ) 12/31/2020 Common Stock 17,833 $ 25.42 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Worth Steven
121 W. WACKER
20TH FLOOR
CHICAGO, IL60601
General Counsel
Signatures
/s/ Steven R. Worth 03/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person received a performance stock unit grant on January 4, 2018. Each performance stock unit represents a right to receive one share of OneSpan's common stock. The performance stock units cliff vested at the expiration date, and were earned at 97% of target on March 15, 2021 as the performance criteria established by the Compensation Committee of the Board were partially achieved.
( 2 )The shares were sold to cover tax withholding obligations for the vest of Performance stock units.
( 3 )The reporting person received a restricted stock unit grant on February 18, 2021. Each restricted stock unit represents a contingent right to receive one share of OneSpan's common stock.
( 4 )The shares are restricted stock units and vest pro-rata over four years on the semi-annual anniversaries of the grant date.
( 5 )Not applicable.
( 6 )The reporting person received a restricted stock unit grant on May 1, 2020. Each restricted stock unit represents a contingent right to receive one share of OneSpan's common stock.
( 7 )The reporting person received a restricted stock unit grant on June 12, 2019. Each restricted stock unit represents a contingent right to receive one share of OneSpan's common stock.
( 8 )The reporting person received a performance stock unit grant on February 18, 2021. 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.
( 9 )The reporting person received a performance stock unit grant on June 1, 2020. 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.
( 10 )The reporting person received a performance stock unit grant on August 1, 2019. 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.

Remarks:
In total, the reporting person beneficially owns 25,919 non-derivative securities and 88,373 derivative securities.

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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