Gaurav Singal Form 3 CANTALOUPE / Gaurav Singal ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Singal Gaurav

(Last) (First) (Middle)

100 DEERFIELD LANE

SUITE 300

(Street)

MALVERN PA 19355

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2023

3. Issuer Name and Ticker or Trading Symbol
CANTALOUPE, INC. [ CTLP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Technology Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)	(1)	10/27/2029	Non-Qualified Stock Option (Right to Buy)	100,000	3.27	D
Non-Qualified Stock Option (Right to Buy)	(2)	10/27/2029	Non-Qualified Stock Option (Right to Buy)	100,000	3.27	D

Explanation of Responses:

1. The options shall vest in three equal installments on each of the first three anniversaries of October 27, 2022, subject to Reporting Person's continued service (as defined in Cantaloupe, Inc's 2014 Stock Option Incentive Plan) through each such vesting date.

2. The options shall vest in three equal installments on each of the first three anniversaries of October 27, 2022, subject to Reporting Person's continued service (as defined in Cantaloupe, Inc's 2015 Equity Incentive Plan) through each such vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Anna Novoseletsky, Attorney in Fact	06/01/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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