SEC FORM 4 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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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*
SELLERS WILLIAM W

(Last) (First) (Middle)
701 EAGLE ROAD

(Street)
WAYNE PA 19087

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
USA TECHNOLOGIES INC [ USTT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2001
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 03/31/2001(1) A 1,500 A $1 2,160,786 D
Common Stock 06/30/2001(2) A 1,875 A $0.8 2,160,786 D
Common Stock 09/30/2001(3) A 3,000 A $0.5 2,160,786 D
Common Stock 12/31/2001(4) A 3,000 A $0.5 2,160,786 D
Common Stock 03/31/2002(5) A 4,250 A $0.4 2,160,786 D
Common Stock 06/30/2002(6) A 9,433 A $0.25 2,160,786 D
Common Stock 09/30/2002(7) A 12,250 A $0.2 2,160,786 D
Common Stock 06/18/2004(8) A 200,000 A $0.15 2,160,786 D
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
Warrants (right to buy) $0.2 06/30/2002(9) A 9,433 06/30/2002 08/30/2004 Common Stock 9,433 $0.2 9,433 D
Warrants (right to buy) $0.2 09/30/2002(10) A 12,250 09/30/2002 08/30/2004 Common Stock 12,250 $0.2 12,250 D
Warrants (right to buy) $0.2 06/18/2004(11) A 100,000 06/18/2004 12/31/2004 Common Stock 100,000 $0.2 100,000 D
Warrants (right to buy) $0.2 06/02/2004(12) A 21,683 06/02/2004 12/31/2004 Common Stock 21,683 $0.2 21,683 D
Explanation of Responses:
1. Represents Common Stock issued in lieu of cash interest payments for quarter ending March 31, 2001.
2. Represents Common Stock issued in lieu of cash interest payments for quarter ending June 30, 2001.
3. Represents Common Stock issued in lieu of cash interest payments for quarter ending September 30, 2001.
4. Represents Common Stock issued in lieu of cash interest payments for quarter ending December 31, 2001.
5. Represents Common Stock issued in lieu of cash interest payments for quarter ending March 31, 2002.
6. Represents Common Stock issued in lieu of cash interest payments for quarter ending June 30, 2002.
7. Represents Common Stock issued in lieu of cash interest payments for quarter ending September 30, 2002.
8. Represents Common Stock purchased pursuant to the 2004-A private placement offering.
9. Represents Warrants issued in lieu of cash interest payments for quarter ending June 30, 2002.
10. Represents Warrants issued in lieu of cash interest payments for quarter ending September 30, 2002
11. Represents Warrants issued pursuant to the 2004-A private placement offering. For each share purchased pursuant to the offering, the investor received a warrant to purchase one-half of a share.
12. Represents additional Warrants issued to holders of senior notes who elected to receive securities in lieu of cash interest payments. For each warrant previously issued, the holder received an additional warrant.
/s/ William W. Sellers 07/28/2004
** 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).
** 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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