CANTALOUPE, INC. — Director's Dealing 2016

Sep 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2016-09-14

Reporting Person: Reilly William J. Jr. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-14	Common Stock	P	1000	$4.91	Acquired	84197	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (97)	500	Direct
Non-Qualified Stock Option (Right to Buy)	$2.05	2021-06-18	Common Stock (20000)	20000	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $4.9006 to $4.939. The price set forth above reflects the weighted-average price per share. Mr. Reilly hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F2: As of April 25, 2016, each share of series A convertible preferred stock was convertible into 0.1940 of a share of common stock at the option of the holder and is subject to further adjustment as provided in the Articles of Incorporation. The shares do not have an expiration date.

F3: The options vested or vest as follows: 6,667 on 6/18/15; 6,667 on 6/18/16; and 6,666 on 6/18/17.