CANTALOUPE, INC. — Director's Dealing 2017

Aug 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2017-08-16

Reporting Person: HERBERT STEPHEN P (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-30	Common Stock	G	10000	—	Disposed	311388	Direct
2017-08-23	Common Stock	A	116445	—	Acquired	417833	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-16	Qualified Stock Option (Right to Buy)	$5.25	A	19047	Acquired	2024-08-16	Common Stock (19047)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	301388	Direct
Common Stock	72010	Indirect
Common Stock	27440	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Qualified Stock Option (Right to Buy)	$4.98	2023-08-31	Common Stock (20080)	20080	Direct
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: Adjusted to reflect 10,000 shares gifted by Mr. Herbert to his son that effected only a change in the form of Mr. Herbert's beneficial ownership without changing his pecuniary interest in such securities.

F2: Represents shares awarded to Mr. Herbert under the Company's Fiscal Year 2017 Long-Term Incentive Performance Share Plan, which vest as follows: one-third upon issuance, one-third on June 30, 2018, and one-third on June 30, 2019.

F3: 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.