Lara Mataac - 19 Feb 2024 Form 4 Insider Report for OneSpan Inc. (OSPN)

Role: General Counsel
Signature: /s/ Lara Mataac
Issuer symbol: OSPN
Transactions as of: 19 Feb 2024
Net transactions value: -$11,864
Form type: 4
Filing time: 21 Feb 2024, 18:18:02 UTC
Previous filing: 15 Dec 2023
Next filing: 23 Feb 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OSPN	Common Stock	Options Exercise		+3,416	+35%		13,190	19 Feb 2024	Direct	F1
transaction	OSPN	Common Stock	Tax liability	$11,864	-1,184	-9%	$10.02	12,006	21 Feb 2024	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	Restricted Stock Units	Options Exercise	$0	-3,416	-33%	$0.000000	6,834	19 Feb 2024	Common Stock	3,416		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 February 23, 2023, 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 2023. One February 19, 2024, the registrant's Compensation Committee determined that the reporting person had earned 10,250 PSUs based on the 2023 financial metrics. Effective on February 19, 2024, 1/3 (or 3,416) of the earned PSUs were deemed vested on December 31, 2023 and an additional 1/3 will vest on each of December 31, 2024 and December 31, 2025, assuming the reporting person continues to be employed by the registrant on each such date.

Content

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

On February 23, 2023, 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 2023. One February 19, 2024, the registrant's Compensation Committee determined that the reporting person had earned 10,250 PSUs based on the 2023 financial metrics. Effective on February 19, 2024, 1/3 (or 3,416) of the earned PSUs were deemed vested on December 31, 2023 and an additional 1/3 will vest on each of December 31, 2024 and December 31, 2025, assuming the reporting person continues to be employed by the registrant on each such date.