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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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)
11/16/2007
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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 |
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| 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 |
12/17/2008 |
|
X/K
|
|
6,900 |
D |
$6.3561
|
1,943,526 |
D
|
|
| Common Stock |
12/17/2008 |
|
J/K
|
|
6,900 |
A |
$1.3934
|
1,950,426 |
D
|
|
| Common Stock |
12/18/2008 |
|
X/K
|
|
1,300 |
D |
$6.3561
|
1,949,126 |
D
|
|
| Common Stock |
12/18/2008 |
|
J/K
|
|
1,300 |
A |
$1.633
|
1,950,426 |
D
|
|
| Common Stock |
12/18/2008 |
|
X/K
|
|
7,100 |
D |
$6.3606
|
1,943,326 |
D
|
|
| Common Stock |
12/18/2008 |
|
J/K
|
|
7,100 |
A |
$1.633
|
1,950,426 |
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)
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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)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Equity Swap (obligation to sell) |
$6.3561
|
11/16/2007 |
|
J/K
|
|
8,200 |
|
11/16/2007 |
|
Common Stock |
8,200 |
|
8,200 |
D
|
|
| Equity Swap (obligation to sell) |
$6.3606
|
11/19/2007 |
|
J/K
|
|
7,700 |
|
11/19/2007 |
|
Common Stock |
7,700 |
|
7,700 |
D
|
|
| Equity Swap (obligation to sell) |
$5.9672
|
11/20/2007 |
|
J/K
|
|
8,100 |
|
11/20/2007 |
|
Common Stock |
8,100 |
|
8,100 |
D
|
|
| Equity Swap (obligation to sell) |
$5.8476
|
11/21/2007 |
|
J/K
|
|
8,300 |
|
11/21/2007 |
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Common Stock |
8,300 |
|
8,300 |
D
|
|
| Equity Swap (obligation to sell) |
$5.766
|
11/23/2007 |
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J/K
|
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8,600 |
|
11/23/2007 |
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Common Stock |
8,600 |
|
8,600 |
D
|
|
| Equity Swap (obligation to sell) |
$5.6145
|
11/27/2007 |
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J/K
|
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7,800 |
|
11/27/2007 |
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Common Stock |
7,800 |
|
7,800 |
D
|
|
| Equity Swap (obligation to sell) |
$6.3561
|
12/17/2008 |
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X/K
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|
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6,900 |
11/16/2007 |
|
Common Stock |
6,900 |
|
1,300 |
D
|
|
| Equity Swap (obligation to sell) |
$6.3561
|
12/18/2008 |
|
X/K
|
|
|
1,300 |
11/16/2007 |
|
Common Stock |
1,300 |
|
0 |
D
|
|
| Equity Swap (obligation to sell) |
$6.3606
|
12/18/2008 |
|
X/K
|
|
|
7,100 |
11/19/2007 |
|
Common Stock |
7,100 |
|
600 |
D
|
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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)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
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| Remarks: |
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/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 |
12/19/2008 |
|
** 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
(1) The securities to which this report relates are held for the benefit of
S.A.C. Capital Associates, LLC, an Anguillan limited liability company
("SAC Associates"), in an account managed by a third-party investment
manager which effected the transactions reported herein. S.A.C. Capital
Advisors, LLC, ("SAC Advisors") and S.A.C. Capital Management, LLC ("SAC
Management") are investment managers to SAC Associates, but do not maintain
investment discretion over the securities to which this report relates.
Steven A. Cohen controls each of SAC Advisors and SAC Management. Each of
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.
(2) On November 16, 2007, an equity swap transaction was entered into for the
benefit of SAC Associates (the "November 16 Swap") with a securities broker
pursuant to which, upon expiration or earlier settlement of the
transaction, (i) the broker would pay to SAC Associates $52,120.02,
representing $6.3561 per share with respect to each of the 8,200 shares of
Issuer common stock referenced in the transaction, and (ii) SAC Associates
would pay to the broker the market value of 8,200 shares of Issuer common
stock as of the expiration or earlier settlement of the transaction. The
November 16 Swap further provided that, during its term, (i) SAC Associates
would pay to the broker an amount equal to any dividends paid by the Issuer
on 8,200 shares of common stock, and (ii) the broker would pay to SAC
Associates interest on $52,120.02. SAC Associates' account would also be
charged a transaction fee by the broker.
(3) On November 19, 2007, an equity swap transaction was entered into for the
benefit of SAC Associates (the "November 19 Swap") with a securities broker
pursuant to which, upon expiration or earlier settlement of the
transaction, (i) the broker would pay to SAC Associates $48,974.31,
representing $6.3603 per share with respect to each of the 7,700 shares of
Issuer common stock referenced in the transaction, and (ii) SAC Associates
would pay to the broker the market value of 7,700 shares of Issuer common
stock as of the expiration or earlier settlement of the transaction. The
November 19 Swap further provided that, during its term, (i) SAC Associates
would pay to the broker an amount equal to any dividends paid by the Issuer
on 7,700 shares of common stock, and (ii) the broker would pay to SAC
Associates interest on $48,974.31. SAC Associates' account would also be
charged a transaction fee by the broker.
(4) On November 20, 2007, an equity swap transaction was entered into for the
benefit of SAC Associates (the "November 20 Swap") with a securities broker
pursuant to which, upon expiration or earlier settlement of the
transaction, (i) the broker would pay to SAC Associates $48,334.32,
representing $5.9672 per share with respect to each of the 8,100 shares of
Issuer common stock referenced in the transaction, and (ii) SAC Associates
would pay to the broker the market value of 8,100 shares of Issuer common
stock as of the expiration or earlier settlement of the transaction. The
November 20 Swap further provided that, during its term, (i) SAC Associates
would pay to the broker an amount equal to any dividends paid by the Issuer
on 8,100 shares of common stock, and (ii) the broker would pay to SAC
Associates interest on $48,334.32. SAC Associates' account would also be
charged a transaction fee by the broker.
(5) On November 21, 2007, an equity swap transaction was entered into for the
benefit of SAC Associates (the "November 21 Swap") with a securities broker
pursuant to which, upon expiration or earlier settlement of the
transaction, (i) the broker would pay to SAC Associates $48,535.08,
representing $5.8476 per share with respect to each of the 8,300 shares of
Issuer common stock referenced in the transaction, and (ii) SAC Associates
would pay to the broker the market value of 8,300 shares of Issuer common
stock as of the expiration or earlier settlement of the transaction. The
November 21 Swap further provided that, during its term, (i) SAC Associates
would pay to the broker an amount equal to any dividends paid by the Issuer
on 8,300 shares of common stock, and (ii) the broker would pay to SAC
Associates interest on $48,535.08. SAC Associates' account would also be
charged a transaction fee by the broker.
(6) On November 23, 2007, an equity swap transaction was entered into for the
benefit of SAC Associates (the "November 23 Swap") with a securities broker
pursuant to which, upon expiration or earlier settlement of the
transaction, (i) the broker would pay to SAC Associates $49,587.60,
representing $5.766 per share with respect to each of the 8,600 shares of
Issuer common stock referenced in the transaction, and (ii) SAC Associates
would pay to the broker the market value of 8,600 shares of Issuer common
stock as of the expiration or earlier settlement of the transaction. The
November 23 Swap further provided that, during its term, (i) SAC Associates
would pay to the broker an amount equal to any dividends paid by the Issuer
on 8,600 shares of common stock, and (ii) the broker would pay to SAC
Associates interest on $49,587.60. SAC Associates' account would also be
charged a transaction fee by the broker.
(7) On November 27, 2007, an equity swap transaction was entered into for the
benefit of SAC Associates (the "November 27 Swap") with a securities broker
pursuant to which, upon expiration or earlier settlement of the
transaction, (i) the broker would pay to SAC Associates $43,793.10,
representing $5.6145 per share with respect to each of the 7,800 shares of
Issuer common stock referenced in the transaction, and (ii) SAC Associates
would pay to the broker the market value of 7,800 shares of Issuer common
stock as of the expiration or earlier settlement of the transaction. The
November 27 Swap further provided that, during its term, (i) SAC Associates
would pay to the broker an amount equal to any dividends paid by the Issuer
on 7,800 shares of common stock, and (ii) the broker would pay to SAC
Associates interest on $43,793.10. SAC Associates' account would also be
charged a transaction fee by the broker.
(8) On December 17, 2008, the November 16 Swap was partially settled. The
broker paid SAC Associates $43,857.09, representing $6.3561 per share with
respect to 6,900 shares of Issuer common stock, which amount was offset by
$9,614.46 owed by SAC Associates to the broker, representing $1.3934 per
share (the market price of Issuer common stock as of the settlement date)
with respect to 6,900 shares of Issuer common stock. The settlement of the
equity swap and the reported sale of common stock in connection therewith
are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934
pursuant to Rule 16b-6(b) thereunder.
(9) On December 18, 2008, the remainder of the November 16 Swap was settled.
The broker paid SAC Associates $8,262.93, representing $6.3561 per share
with respect to 1,300 shares of Issuer common stock, which amount was
offset by $2,122.90 owed by SAC Associates to the broker, representing
$1.633 per share (the market price of Issuer common stock as of the
settlement date) with respect to 1,300 shares of Issuer common stock. The
settlement of the equity swap and the reported sale of common stock in
connection therewith are deemed exempt from Section 16(b) of the Securities
Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.
(10) On December 18, 2008, the November 19 Swap was partially settled. The
broker paid SAC Associates $45,160.26, representing $6.3603 per share with
respect to 7,100 shares of Issuer common stock, which amount was offset by
$11,594.30 owed by SAC Associates to the broker, representing $1.633 per
share (the market price of Issuer common stock as of the settlement date)
with respect to 7,100 shares of Issuer common stock. The settlement of the
equity swap and the reported sale of common stock in connection therewith
are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934
pursuant to Rule 16b-6(b) thereunder.
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: November 16, 2007
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: November 16, 2007
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: November 16, 2007
