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: JENSEN GEORGE R JR (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-27	Common Stock	A	150000	—	Acquired	324144	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25827	Indirect
Common Stock	2000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock ()	35000	Direct
Warrants	$2.2	2011-12-31	Common Stock (15000)	15000	Direct
Non-Qualified Stock Option (Right to Buy)	$7.5		Common Stock (50000)	50000	Direct

Footnotes

F1: The 150,000 shares were issued to Mr. Jensen by the Company as of 9/27/2011 and vest as follows: 50,000 on 9/27/11, 50,000 on 9/27/12, and 50,000 on 9/27/13. These shares were issued in connection with the execution of the Amended & Restated Employment and Non-Competition Agreement dated September 27, 2011 between the Company and Mr. Jensen.

F2: Each share of Series A Convertible Preferred Stock is convertible into a hundredth of a share of Common Stock, and does not have an expiration date.

F3: The options may be excercised at any time within five years of vesting. The options vested as follows: 25,000 on 6/30/07 and 25,000 on 6/30/08.