CANTALOUPE, INC. — Director's Dealing 2011

Jul 5, 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: JENSEN GEORGE R JR (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-30	Common Stock	G	60716	—	Disposed	161542	Direct
2011-06-30	Common Stock	J	9602	—	Acquired	171144	Direct
2011-06-30	Common Stock	J	9602	—	Disposed	25827	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
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: Represents 30,358 shares of common stock gifted to each of his sons, Ronald and Burton.

F2: Represents shares distributed to Mr. Jensen from the George R. Jensen, Jr. Grantor Retained Unitrust dated July 16, 2003 pursuant to the terms thereof. The distribution represents an exempt transaction that is solely a change in the form of ownership of the shares, and not an acquisition or sale of any shares for value.

F3: 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.

F4: 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.