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* DEMEDIO DAVID M (Last) (First) (Middle) 100 DEERFIELD LANE SUITE 140 (Street) MALVERN PA 19355 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/12/2005	3. Issuer Name and Ticker or Trading Symbol USA TECHNOLOGIES INC [ USTT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial 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	201,125	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
Options (right to buy)	(1)	(2)	Common Stock	300,000(1)	0.2	D
Senior Note -- $5,000 principal amt.	12/31/2000	12/31/2006	Common Stock	25,000	0.2	D
Senior Note -- $7,500 principal amt.	01/10/2002	12/31/2007	Common Stock	37,500	0.2	D
Senior Note -- $1,900 principal amt.	11/30/2004	06/30/2007	Common Stock	1,900	0.1	D

Explanation of Responses:

1. Mr. DeMedio's options will vest as follows: 37,500 options to vest on July 31, 2005 with 37,500 additional options to vest on each three months anniversary of such date with the final 37,500 options to vest on April 30, 2007. The options are exercisable when vested.

2. The options will expire 2 years after the date on which they vest.

	David M. DeMedio	04/15/2005
	** 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).
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