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: DEMEDIO DAVID M (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-27	Common Stock	A	25000	—	Acquired	108660	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: The 25,000 shares were issued to Mr. DeMedio by the Company as of 9/27/2011 and vest as follows: 8,333 on 9/27/11, 8,333 on 9/27/12, and 8,334 on 9/27/13. These shares were issued in connection with the execution of the Sixth Amendment to Employment and Non-Competition Agreement dated September 27, 2011 between the Company and Mr. DeMedio.

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.