CANTALOUPE, INC. — Director's Dealing 2015

Jul 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2015-06-29

Reporting Person: HERBERT STEPHEN P (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-29	Common Stock	G	20000	—	Disposed	303855	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	273855	Direct
Common Stock	62010	Indirect
Common Stock	27440	Indirect

Holdings (Derivative)

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

Footnotes

F1: Reflects a gift of 20,000 shares by Mr. Herbert to his sister on 6/29/2015.

F2: Adjusted to reflect 30,000 shares gifted by Mr. Herbert to his son on 5/22/2015 that effected only a change in the form of Mr. Herbert's beneficial ownership without changing his pecuniary interest in such securities.

F3: 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.