Jorge Garcia Martell - Feb 19, 2024 Form 4 Insider Report for OneSpan Inc. (OSPN)

Role: Chief Financial Officer
Signature: /s/ Lara Mataac, Attorney in Fact
Stock symbol: OSPN
Transactions as of: Feb 19, 2024
Transactions value $: -$19,769
Form type: 4
Date filed: 2/21/2024, 06:19 PM
Previous filing: Sep 7, 2023
Next filing: Feb 23, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OSPN	Common Stock	Options Exercise		+5.69K	+30.87%		24.1K	Feb 19, 2024	Direct	F1
transaction	OSPN	Common Stock	Tax liability	-$19.8K	-1.97K	-8.18%	$10.02	22.2K	Feb 21, 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	-5.69K	-33.33%	$0.00	11.4K	Feb 19, 2024	Common Stock	5.69K		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 17,083 PSUs based on the 2023 financial metrics. Effective on February 19, 2024,1/3 (or 5,693) 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 17,083 PSUs based on the 2023 financial metrics. Effective on February 19, 2024,1/3 (or 5,693) 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.