Matthew Moynahan Form 3 OneSpan / Matthew Moynahan ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Moynahan Matthew

(Last) (First) (Middle)

121 W WACKER #2050

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/29/2021

3. Issuer Name and Ticker or Trading Symbol
OneSpan Inc. [ OSPN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(2)	Common Stock	250,000	(3)	D
Performance Stock Units	(4)	11/29/2025(5)	Common Stock	250,000	(4)	D

Explanation of Responses:

1. The reporting person received a restricted stock unit grant on November 29, 2021. Each restricted stock unit represents a contingent right to receive one share of OneSpan Inc.'s commonstock

2. Not applicable.

3. The shares acquired are restricted stock units and vest pro-rata over four years on the annual anniversaries of the grant date.

4. The reporting person received a performance stock unit grant on November 29, 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.

5. The grant is subject to an 18-month vesting period extension if progress toward the performance criteria is partially achieved, as defined by the Compensation Committee of the Board, at the expiration date.

	/s/ Steven R. Worth, Attorney in Fact	12/13/2021
	** Signature of Reporting Person	Date
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 5 (b)(v).
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