Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
22 November 2023 - 9:28AM
Edgar (US Regulatory)
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
13D | Page
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.
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