CANTALOUPE, INC. — Director's Dealing 2017

Dec 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2017-12-04

Reporting Person: MOSCHNER ALBIN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-04	Common Stock	S	10000	$8.26	Disposed	392926	Direct
2017-12-05	Common Stock	S	2000	$8.46	Disposed	390926	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (1067)	5500	Direct
Non-Qualified Stock Option (Right to Buy)	$2.05	2021-06-18	Common Stock (20000)	20000	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $8.26 to $8.65. The price set forth above reflects the weighted-average price per share. Mr. Moschner 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 June 30, 2017, 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 as follows: 6,667 on 6/18/15; 6,667 on 6/18/16; and 6,666 on 6/18/17.