CANTALOUPE, INC. — Director's Dealing 2011

Oct 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2011-10-17

Reporting Person: DEMEDIO DAVID M (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-17	Common Stock	F	2509	$1.20	Disposed	106151	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (Right to Buy)	$7.50		Common Stock (4666)	4666	Direct

Footnotes

F1: Represents a portion of the shares issued to Mr. DeMedio in connection with the execution of the Fourth Amendment to his Employment and Non-Competition Agreement dated April 14, 2011, that were cancelled in order to satisfy tax withholding obligations.

F2: The Options are exercisable at any time within five years following the date of vesting. The Options vested as follows: 2,333 on 6/30/07 and 2,333 on 6/30/08.