CANTALOUPE, INC. — Director's Dealing 2012

Oct 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2012-10-02

Reporting Person: HERBERT STEPHEN P (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-02	Common Stock	A	96201	—	Disposed	381359	Direct
2012-10-02	Common Stock	A	71429	—	Acquired	452788	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 earned by Mr. Herbert under the Fiscal Year 2012 Performance Share Plan.

F2: Represents non-vested shares of common stock that were awarded to Mr. Herbert under the stock incentive plan of the Company. These shares would become vested upon the attainment of various closing prices for thirty consecutive trading days at any time prior to September 5, 2015. One-third of these shares would become vested if the closing price would be at least $2.00 per share, one-third of these shares would become vested if the closing price would be at least $2.25 per share, and one-third of these shares would become vested if the closing price would be at least $2.50 per share.

F3: The options may be exercised at any time within 5 years of vesting. The options vested on 6/30/08.