CANTALOUPE, INC. — Director's Dealing 2012

Apr 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2012-04-01

Reporting Person: Illes Steve Gabe (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-01	Common Stock	A	10000	—	Acquired	674400	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (126)	12687	Direct
Warrants	$1.13	2013-12-31	Common Stock (34420)	34420	Direct

Footnotes

F1: 10,000 shares were issued by the Company to Mr. Illes in his capacity as a non-employee director, and vest as follows: 3,333 on 4/1/12, 3,333 on 4/1/13, and 3,334 on 4/1/14, provided Mr. Illes is still a director of the Company on the applicable vesting date.

F2: Each of the 12,687 shares of Series A Convertible Preferred Stock owned by Mr. Illes is convertible into a hundredth of a share of Common Stock, and does not have an expiration date.