CANTALOUPE, INC. — Director's Dealing 2011

Sep 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2011-09-27

Reporting Person: HERBERT STEPHEN P (Director, COO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-27	Common Stock	A	100000	—	Acquired	292683	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: The 100,000 shares were issued to Mr. Herbert by the Company as of 9/27/2011 and vest as follows: 33,333 on 9/27/11, 33,333 on 9/27/12, and 33,334 on 9/27/13. These shares were issued in connection with the execution of the Second Amendment to Employment and Non-Competition Agreement dated September 27, 2011 between the Company and Mr. Herbert.

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.