CANTALOUPE, INC. — Director's Dealing 2012

Oct 29, 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: DEMEDIO DAVID M (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-26	Common Stock	F	2550	$1.67	Disposed	143685	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (Right to Buy)	$7.50		Common Stock (2333)	2333	Direct

Footnotes

F1: Represents a portion of the shares issued to Mr. DeMedio in connection with the execution of the Fourth Amendment to his Employment and Non-Competition Agreement dated April 14, 2011, that were cancelled in order to satisfy tax withholding obligations.

F2: The Options are exercisable at any time within five years following the date of vesting. The Options vested on 6/30/08.