CANTALOUPE, INC. — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2015-12-31

Reporting Person: HERBERT STEPHEN P (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-31	Common Stock	F	10735	$3.09	Disposed	305798	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 cancelled by Mr. Herbert in order to satisfy tax withholding obligations in connection with prior stock awards that became vested and taxable.

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