CANTALOUPE, INC. — Director's Dealing 2015

Dec 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2015-12-02

Reporting Person: HERBERT STEPHEN P (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-02	Common Stock	A	42678	—	Acquired	316533	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	62010	Indirect
Common Stock	27440	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Qualified Stock Option (Right to Buy)	$3.38	2022-08-01	Common Stock (29585)	29585	Direct
Qualified Stock Option (Right to Buy)	$1.8	2021-09-01	Common Stock (55555)	55555	Direct
Non-Qualified Stock Option (Right to Buy)	$1.8	2021-09-01	Common Stock (150000)	150000	Direct

Footnotes

F1: Represents shares awarded to Mr. Herbert under the Company's Fiscal Year 2015 Long-Term Stock Incentive Plan, which vest as follows: 14,226 on 6/30/15, 14,226 on 6/30/16 and 14,226 on 6/30/17.

F2: The stock options vest as follows: 50,000 on 9/1/2015; 50,000 on 9/1/2016; and 50,000 on 9/1/2017.