CANTALOUPE, INC. — Director's Dealing 2014

Sep 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2014-08-28

Reporting Person: HERBERT STEPHEN P (Director, CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-28	Qualified Stock Option (Right to Buy)	$1.80	A		Acquired	2021-09-01	Common Stock ()	Direct
2014-08-28	Non-Qualified Stock Option (Right to Buy)	$1.80	A	150000	Acquired	2021-09-01	Common Stock (150000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	287206	Direct
Common Stock	32010	Indirect
Common Stock	27440	Indirect

Footnotes

F1: Represents employee incentive stock options awarded to Mr. Herbert under the 2014 Stock Option Incentive Plan.

F2: Represents a one time award of non-statutory employee incentive stock options awarded to Mr. Herbert under the 2014 Stock Option Incentive Plan that vest as follows: 50,000 on 9/1/2015, 50,000 on 9/1/2016 and 50,000 on 9/1/2017.