CANTALOUPE, INC. — Director's Dealing 2012

May 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2012-05-23

Reporting Person: Barnhart Steven (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-23	Common Stock	P	500	$1.33	Acquired	87854	Direct
2012-05-23	Common Stock	P	1000	$1.36	Acquired	88854	Direct
2012-05-23	Common Stock	P	1500	$1.35	Acquired	90354	Direct
2012-05-23	Common Stock	P	2000	$1.35	Acquired	92354	Direct
2012-05-23	Common Stock	P	3000	$1.35	Acquired	95354	Direct
2012-05-24	Common Stock	P	1250	$1.35	Acquired	96604	Direct
2012-05-24	Common Stock	P	1250	$1.36	Acquired	97854	Direct
2012-05-24	Common Stock	P	1500	$1.35	Acquired	99354	Direct
2012-05-24	Common Stock	P	1700	$1.36	Acquired	101054	Direct
2012-05-24	Common Stock	P	1800	$1.35	Acquired	102854	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants	$1.13	2013-12-31	Common Stock (32538)	32538	Direct