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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* DEMEDIO DAVID M (Last) (First) (Middle) 100 DEERFIELD LANE SUITE 140 (Street) MALVERN PA 19355 (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 X Officer (give title below) Other (specify below) Cheif Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/22/2006
	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								2,011	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
Senior Note- $7,500 Princ. Amt.	$20	12/22/2006		J(1)		$7,500		01/10/2002	12/31/2007	Common Stock	375	$0	0	D
Senior Note- $1,900 Princ. Amt.	$10	12/22/2006		J(1)		$1,900		11/30/2004	06/30/2007	Common Stock	190	$0	0	D
Non-Qualified Stock Option(6)	$7.5							(2)	(2)	Common Stock	(3)		7,000	D
Non-Qualified Stock Option(6)	$20							(4)	(5)	Common Stock	3,000(4)		3,000	D

Explanation of Responses:

1. The Senior Note was not converted into Common Stock. The principal amount was repaid by the Issuer.

2. The Options are exercisable at any time within five years following the date of vesting.

3. The options granted vest as follows: 2,334 on 5/11/06, 2,333 on 6/30/07, and 2,333 on 6/30/08.

4. The options will vest as follows: 375 on 7/31/05 with 375 additional options to vest on each three month anniversay of such date, with the final 375 options to vest on 4/30/07. The options are exercisable when vested.

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

6. Right to Buy

	David M. DeMedio	12/27/2006
	** 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).
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