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)
12/19/2008
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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 |
12/19/2008 |
|
X/K
|
|
600 |
D |
$6.3606
|
1,949,826 |
D
|
|
| Common Stock |
12/19/2008 |
|
J/K
|
|
600 |
A |
$1.7944
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1,950,426 |
D
|
|
| Common Stock |
12/19/2008 |
|
X/K
|
|
7,800 |
D |
$5.9672
|
1,942,626 |
D
|
|
| Common Stock |
12/19/2008 |
|
J/K
|
|
7,800 |
A |
$1.7944
|
1,950,426 |
D
|
|
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 |
| Equity Swap (obligation to sell) |
$6.3606
|
12/19/2008 |
|
X/K
|
|
|
600 |
11/19/2007 |
|
Common Stock |
600 |
|
0 |
D
|
|
| Equity Swap (obligation to sell) |
$5.9672
|
12/19/2008 |
|
X/K
|
|
|
7,800 |
11/20/2007 |
|
Common Stock |
7,800 |
|
300 |
D
|
|
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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/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 |
12/23/2008 |
|
** 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
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(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 December 19, 2008, the remainder of an equity swap transaction entered
into for the benefit of SAC Associates on November 19, 2007 was settled.
The broker paid SAC Associates $3,816.18, representing $6.3603 per share
with respect to 600 shares of Issuer common stock, which amount was offset
by $1,076.64 owed by SAC Associates to the broker, representing $1.7944 per
share (the market price of Issuer common stock as of the settlement date)
with respect to 600 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.
(3) On December 19, 2008, an equity swap transaction entered into for the
benefit of SAC Associates on November 20, 2007 was partially settled. The
broker paid SAC Associates $46,544.16, representing $5.9672 per share with
respect to 7,800 shares of Issuer common stock, which amount was offset by
$13,996.32 owed by SAC Associates to the broker, representing $1.7944 per
share (the market price of Issuer common stock as of the settlement date)
with respect to 7,800 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: December 19, 2008
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: December 19, 2008
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: December 19, 2008
