CANTALOUPE, INC. — Director's Dealing 2011

Oct 25, 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: HERBERT STEPHEN P (Director, President & Interim CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-17	Common Stock	F	7525	$1.20	Disposed	285158	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32010	Indirect
Common Stock	27440	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (Right to Buy)	$7.5		Common Stock (12000)	12000	Direct

Footnotes

F1: Represents a portion of the shares issued to Mr. Herbert in connection with the execution of the First 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 may be exercised at any time within 5 years of vesting. The options vested as follows: 6,000 on 6/30/07, and 6,000 on 6/30/08.