Matthew Moynahan - Dec 31, 2023 Form 4 Insider Report for OneSpan Inc. (OSPN)

Role: Chief Executive Officer, Director
Signature: Lara Mataac, Attorney in Fact
Stock symbol: OSPN
Transactions as of: Dec 31, 2023
Transactions value $: -$226,031
Form type: 4
Date filed: 1/2/2024, 04:16 PM
Previous filing: Dec 1, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OSPN	Common Stock	Options Exercise	$0	+47.5K	+35.76%	$0.00	180K	Dec 31, 2023	Direct	F1
transaction	OSPN	Common Stock	Tax liability	-$226K	-21.1K	-11.68%	$10.72	159K	Dec 31, 2023	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OSPN	Performance Restricted Stock Unit Awards	Options Exercise	$0	-47.5K	-50%	$0.00	47.5K	Dec 31, 2023	Common Stock	47.5K	$0.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of OSPN common stock.
F2	On June 23, 2022, the reporting person was granted performance stock units (PSUs) that were eligible to be earned based upon the registrant's achievement of specified financial metrics for 2022. On February 23, 2023, the registrant's Compensation Committee determined the number of PSUs that were earned by the reporting person based upon the 2022 financial metrics. Effective on February 23, 2023, 1/3 of the earned PSUs were deemed vested on December 31, 2022, an additional 1/3 of the earned PSUs vested on December 31, 2023, and the final 1/3 of the earned PSUs will vest on December 31, 2024, provided that the reporting person is employed by the registrant at that time.

Content

Each restricted stock unit represents a contingent right to receive one share of OSPN common stock.

On June 23, 2022, the reporting person was granted performance stock units (PSUs) that were eligible to be earned based upon the registrant's achievement of specified financial metrics for 2022. On February 23, 2023, the registrant's Compensation Committee determined the number of PSUs that were earned by the reporting person based upon the 2022 financial metrics. Effective on February 23, 2023, 1/3 of the earned PSUs were deemed vested on December 31, 2022, an additional 1/3 of the earned PSUs vested on December 31, 2023, and the final 1/3 of the earned PSUs will vest on December 31, 2024, provided that the reporting person is employed by the registrant at that time.