SC 13D/A 1 formsc13da.htm

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

SOLE VOTING POWER

SHARED VOTING POWER

1,695,168

SOLE DISPOSITIVE POWER

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

SOLE VOTING POWER

SHARED VOTING POWER

1,695,168

SOLE DISPOSITIVE POWER

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

SOLE VOTING POWER

SHARED VOTING POWER

1,695,168

SOLE DISPOSITIVE POWER

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.

SEC Form SC 13D/A filed by OneSpan Inc. (Amendment)