CANTALOUPE, INC. — Director's Dealing 2012

Jan 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2012-12-31

Reporting Person: HERBERT STEPHEN P (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	F	28957	$1.71	Disposed	416306	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 (6000)	6000	Direct

Footnotes

F1: Represents a portion of the shares issued to Mr. Herbert in connection with the 2012 Stock Incentive Plan of the Company, that were cancelled in order to satisfy tax withholding obligations.

F2: The options may be exercised at any time within 5 years of vesting. The options vested on 6/30/08.