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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
March 24,
2021
Christopher S. Kiper
Managing Member
Legion Partners Holdings LLC
12121 Wilshire Boulevard, Suite 1240
Los Angeles, VA 90025
Re: OnesSpan Inc.
PREC14A preliminary proxy statement filing made on Schedule
14A
Filed on March 22, 2021 by Legion Partners Holdings LLC, et
al.
File No. 000-24389
Amendment No. 3 to Schedule 13D
Filed on February 25, 2021 by Legion Partners Holdings LLC,
et al.
File No. 005-59373
Dear Mr. Kiper,
We have reviewed the above-captioned filing, and have the following
comments. Some
of our comments may ask for additional information so that we may better
understand the
disclosure.
Please respond to this letter by amending the filing and/or by
providing the requested
information. After reviewing any amendment to the filing and any information
provided in reply
to these comments, we may have additional comments. If you do not believe our
comments
apply to your facts and circumstances, and/or do not believe an amendment is
appropriate, please
tell us why in a written response.
Preliminary Proxy Statement filed on Schedule 14A
General
1. Please advise us if the participants anticipate distributing their proxy
statement before the
registrant distributes its proxy statement. Given that reliance on Rule
14a-5(c) is
impermissible at any time before the registrant distributes its proxy
statement, the
participants will accept all legal risk in connection with distributing
the initial definitive
proxy statement without all required disclosures. Please confirm the
participants will
subsequently provide any omitted information in a supplement in order to
mitigate that risk.
Christopher S. Kiper
c/o Legion Partners Holdings LLC
March 24, 2021
Page 2
2. Item 1(b) of Schedule 14A, codified at Rule 14a-101 of Regulation 14A,
requires that the
approximate date on which the proxy statement and form of proxy are first
sent or given to
security holders to be disclosed on the first page of the proxy statement.
The term proxy
statement is defined in Rule 14a-1(g). At present, the projected date of
distribution is set
forth in the cover letter to stockholders and on the second page of the
preliminary proxy
statement. Please relocate the projected date of distribution for the proxy
statement and form
of proxy to the first page of the proxy statement.
3. The disclosure at page one indicates that [a]s of the date hereof,
members of the Investor
Group and the other Participants [ ] collectively beneficially own 2,788,221
shares of
Common Stock. Assuming that the term hereof as used in this context
relates to the
approximate date upon which the proxy statement is expected to be mailed,
and that date is at
present unknown, please advise us how this amount will be affirmed.
The Nominees, page 17
4. The disclosure at page 19 indicates that [e]ach of the Nominees may be
deemed to be a
member of a group together with the other Participants for the
purposes of Section 13(d)(3)
of the Exchange Act The amendment to Schedule 13D filed by
participants on February
25, 2021, however, included the participants as joint filers yet did not
check the box in row
2(a) expressly affirming the existence of a group. Please revise the
preliminary proxy
statement and the Schedule 13D to make clear, if true that the participants
are acting as a
group under Section 13(d)(3). Alternatively, please provide us with an
analysis that explains
why the participants only may be deemed to be a member of a group but
ostensibly have
impliedly disclaimed that a group exists in both the preliminary proxy
statement and the
associated Schedule 13D.
Incorporation by Reference, page 28
5. Reliance on Rule 14a-5(c) does not incorporate the information
referenced into the
participants proxy statement. In addition, incorporation by reference
is explicitly
governed by Note D to Schedule 14A codified at Rule 14a-101. That note
provides,
[i]nformation may be incorporated by reference only in the manner and to
the extent
specifically permitted in the items of this schedule. Please revise to
remove the implication
that participants relying upon Rule 14a-5(c) incorporate information from a
registrant s
proxy statement into their own.
Christopher S. Kiper
c/o Legion Partners Holdings LLC
March 24, 2021
Page 3
We remind you that the participants are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or inaction
by the staff.
You may contact me at (202) 551-3266 with any questions.
Sincerely,
/s/ Nicholas P.
Panos
Nicholas P. Panos
Senior Special
Counsel
Office of Mergers &
Acquisitions
cc: Elizabeth Gonzalez-Sussman, Esq.