Cantaloupe (CTLP) Form 4 USA / ALBIN F MOSCHNER ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOSCHNER ALBIN F

(Last) (First) (Middle)

1400 GULF SHORE BLVD. N UNIT 206

(Street)

NAPLES FL 34102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
USA TECHNOLOGIES INC [ USAT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/16/2019		A		13,216(1)	A	$0	366,482(2)	D
Common Stock								20,000	I	By Moschner Family LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(3)							(3)	(3)	Common Stock	795		4,000	D

Explanation of Responses:

1. The shares were to vest as follows: 6,608 shares on 10/16/19 and 6,608 shares on 10/16/20. On November 22, 2019, the vesting schedule was revised so that all of the shares vest on 11/8/19.

2. Pursuant to a Form 4 filed on July 5, 2018, Mr. Moschner reported that an award to him of 6,677 shares of common stock dated 7/2/18 was to vest ratably over a period of twenty-four (24) months, starting 8/1/18. On November 22, 2019, the vesting schedule for such shares was revised so that all of the shares that had not vested as of 11/8/19, would vest as of such date.

3. As of June 30, 2018, each share of series A convertible preferred stock was convertible into 0.1988 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.

	/s/ Albin F. Moschner	11/22/2019
	** 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 4 (b)(v).
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