SEC FORM 3/A 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*
Clements Scott

(Last) (First) (Middle)
1901 S. MEYERS ROAD, SUITE 210

(Street)
OAKBROOK TERRACE IL 60181

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2016
3. Issuer Name and Ticker or Trading Symbol
VASCO DATA SECURITY INTERNATIONAL INC [ VDSI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
5. If Amendment, Date of Original Filed (Month/Day/Year)
11/29/2016
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)
Common stock, $0.001 par value 29,622 D
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
Explanation of Responses:
Remarks:
Securities beneficially owned includes 27,344 shares of restricted common stock subject to vesting. 3,906 shares vest on each of December 1, 2016, 2017 and 2018, 3,906 shares vest on each of June 1, 2017 and 2018 and 3,907 shares vest on each of June 1, 2019 and December 1, 2019. Securities beneficially owned originally reported in error as 31,250 shares on Form 3 filed November 29, 2016. Exhibit List: Exhibit 24: Limited Power of Attorney
/s/ Mark S. Hoyt, Attorney in Fact 06/21/2017
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
EXHIBIT 24


                           LIMITED POWER OF ATTORNEY

                                      FOR

                    VASCO DATA SECURITY INTERNATIONAL, INC.

                             SECTION 16(a) FILINGS

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of VASCO Data Security International, Inc. and Mark S. Hoyt,
signing singly, the undersigned's true and lawful attorney-in-fact to:

     (1)   Execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of VASCO Data Security
International, Inc. (the "Company"), Forms 3, 4, and 5 and amendments thereto in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

     (2)   Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
or 5 or amendment thereto and timely file such form with the United States
Securities and Exchange Commission (the "SEC") and any stock exchange or similar
authority; and

     (3)   Take any other action of any type whatsoever which, in the opinion of
 such attorney-in-fact, may be necessary or desirable in connection with the
foregoing authority, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transaction in securities of the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney may be filed with the SEC as
a confirming statement of the authority granted herein.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21st day of November, 2016.



                                               /s/ Scott Clements
                                               ------------------
                                                 Scott Clements