Sec Form 4 Filing - Clements Scott @ OneSpan Inc. - 2021-07-15

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
Clements Scott
2. Issuer Name and Ticker or Trading Symbol
OneSpan Inc. [ OSPN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
121 W. WACKER DR, 20TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2021
(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 07/15/2021 M 7,570 A $ 23.65 180,247 D
Common Stock, $0.001 par value 07/15/2021 F 3,323 ( 1 ) D $ 23.65 176,924 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 ( 2 ) ( 3 ) ( 4 ) Common Stock 47,114 47,114 D
Restricted Stock Units ( 5 ) 07/15/2021 M 7,570 ( 3 ) ( 4 ) Common Stock 45,419 $ 23.65 37,849 D
Restricted Stock Units ( 6 ) ( 3 ) ( 4 ) Common Stock 27,002 27,002 D
Performance Stock Units ( 7 ) ( 7 ) 12/31/2023 Common Stock 70,671 70,671 D
Performance Stock Units ( 8 ) ( 8 ) 12/31/2022 Common Stock 90,837 90,837 D
Performance Stock Units ( 9 ) ( 9 ) 12/31/2021 Common Stock 81,005 81,005 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clements Scott
121 W. WACKER DR
20TH FLOOR
CHICAGO, IL60601
X President and CEO
Signatures
/s/ Steven R. Worth, Attorney in Fact 07/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were sold to cover tax withholding obligations for the vest of restricted stock units.
( 2 )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.
( 3 )The shares acquired are restricted stock units and vest pro-rata over four years on the semi-annual anniversaries of the grant date.
( 4 )Not applicable.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )The reporting person received a performance stock unit grant on January 15, 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.
( 9 )The reporting person received a performance stock unit grant on February 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 176,924 non-derivative securities and 354,478 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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