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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
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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*
| P.O. BOX 58, VICTORIA HOUSE |
| THE VALLEY |
(Street)
| ANGUILLA, BRITISH WEST INDIES |
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2. Issuer Name and Ticker or Trading Symbol
USA TECHNOLOGIES INC
[ USAT ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
X |
Other (specify below) |
| See footnote (1) |
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3. Date of Earliest Transaction
(Month/Day/Year)
10/17/2007
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock, no par value |
10/17/2007 |
|
P |
|
283,759 |
A |
$7
|
1,950,426 |
D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| P.O. BOX 58, VICTORIA HOUSE |
| THE VALLEY |
(Street)
| ANGUILLA, BRITISH WEST INDIES |
|
|
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
|
| Remarks: |
|
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By: /s/ Peter Nussbaum, as Authorized Person on behalf of the following: S.A.C. CAPITAL ASSOCIATES, LLC, S.A.C. CAPITAL ADVISORS, LLC, S.A.C. CAPITAL MANAGEMENT, LLC, STEVEN A. COHEN |
10/17/2007 |
|
** 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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99.1 - Explanation of Responses
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(1) S.A.C. Capital Associates, LLC, an Anguillan limited liability company
("SAC Associates"), directly owns Common Stock of the Issuer and warrants for
Common Stock of the Issuer. S.A.C. Capital Advisors, LLC, ("SAC Advisors")
and S.A.C. Capital Management, LLC ("SAC Management") are investment managers
to SAC Associates. Pursuant to investment management agreements, each of SAC
Advisors and SAC Management share all investment and voting power with
respect to the securities held by SAC Associates. Steven A. Cohen controls
each of SAC Advisors and SAC Management. In accordance with Instruction
4(b)(iv), the entire amount of the Issuer's Common Stock held by SAC
Associates is reported herein. SAC Advisors, SAC Management and Steven A.
Cohen disclaim any beneficial ownership of any of the Issuer's securities to
which this report relates for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended, except to the extent of its indirect
pecuniary interest therein, and this report shall not be deemed an admission
that SAC Advisors, SAC Management or Steven A. Cohen is the beneficial owner
of such securities for purposes of Section 16 or for any other purposes.
Exhibit 99.2 - Form 4 Joint Filer Information
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Name: S.A.C. Capital Advisors, LLC
Address: 72 Cummings Point Road, Stamford CT 06902
Designated Filer: S.A.C. Capital Associates, LLC
Issuer & Ticker Symbol: USA TECHNOLOGIES, INC. ("USAT")
Date of Event Requiring Statement: 10/17/07
Name: S.A.C. Capital Management, LLC
Address: 540 Madison Avenue, New York NY 10022
Designated Filer: S.A.C. Capital Associates, LLC
Issuer & Ticker Symbol: USA TECHNOLOGIES, INC. ("USAT")
Date of Event Requiring Statement: 10/17/07
Name: Steven A. Cohen
Address: 72 Cummings Point Road, Stamford CT 06902
Designated Filer: S.A.C. Capital Associates, LLC
Issuer & Ticker Symbol: USA TECHNOLOGIES, INC. ("USAT")
Date of Event Requiring Statement: 10/17/07
