CANTALOUPE, INC. — Director's Dealing 2020

May 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2020-05-21

Reporting Person: Braunstein Douglas L (Director, 10% Owner)
Reporting Person: Hudson Executive Capital LP (10% Owner)
Reporting Person: HEC Management GP LLC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-21	Non-Qualified Stock Option (Right to Buy)	$6.49	A	120000	Acquired	2027-05-06	Common Stock (120000)	Direct

Footnotes

F1: The option grant was approved by the Issuer's Board of Directors on May 6, 2020, subject to shareholder approval of an amendment to the Issuer's 2018 Equity Incentive Plan, under which the options were granted. Such shareholder approval was obtained at the Company's Annual Meeting of Shareholders, held on May 21, 2020.

F2: The options vest and become exercisable as follows: (i) ? of the options vest on the first anniversary of the date of grant subject to continued service, with accelerated prorated vesting upon a separation from service in accordance with the applicable award agreement, and (ii) the remaining ? of the options vest in equal quarterly installments on the three anniversaries following the initial vesting date subject to continued service.

F3: These securities are directly owned by Douglas L. Braunstein. The other Reporting Persons included in this Form 4, Hudson Executive Capital LP, a Delaware limited partnership, and HEC Management GP LLC, a Delaware limited liability company, do not have beneficial ownership of such securities. Each of the Reporting Persons disclaims any beneficial ownership of any of the securities reported on this Form 4, except to the extent of any pecuniary interest therein.