CANTALOUPE, INC. — Director's Dealing 2012

Nov 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2012-10-26

Reporting Person: HERBERT STEPHEN P (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-26	Common Stock	F	7525	$1.67	Disposed	445263	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 shares cancelled by Mr. Herbert in order to satisfy tax withholding obligations in connection with shares issued to him pursuant to an amendment to his prior employment agreement and which became vested on April 14, 2012.

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