CANTALOUPE, INC. — Director's Dealing 2011

Jul 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2011-06-30

Reporting Person: Tirpak Bradley M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-30	Common Stock	A	10000	—	Acquired	144130	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (1000)	10	Direct

Footnotes

F1: 10,000 shares were issued by the Company to each non-employee Director as of 6/30/2011 and vest as follows: 3,333 on 6/30/11, 3,333 on 6/30/12, and 3,334 on 6/30/13, provided such person is still a director of the Company on the applicable vesting date. Subsequent to the date of the stock award, Mr. Tirpak notified the Company that he would waive his stock award if the common stock closes below $1.62 (the price on the day he joined the Board of Directors) at the end of any quarter.

F2: Each share of Series A Convertible Preferred Stock is convertible into 1/100th of a share of Common Stock and does not have an expiration date.

F3: The number of shares of common stock underlying Mr. Tirpak's 1,000 shares of preferred stock was erroneously reported as 100,000 in Mr. Tirpak's prior Form 4.