UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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USA Technologies, Inc.
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(Name of Issuer)
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Common Stock, no par value
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(Title of Class of Securities)
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90328S500
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(CUSIP Number)
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Michael D. Pinnisi
Hudson Executive Capital LP
570 Lexington Avenue, 35th Floor
New York, NY 10022
(212) 521-8495
with a copy to:
Richard M. Brand
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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September 25, 2019
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 90328S500
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SCHEDULE 13D
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSON
Hudson Executive Capital LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
10,140,172
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
10,140,172
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140,172
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%(1)
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14
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TYPE OF REPORTING PERSON
PN, IA
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_______________________________
(1) Calculated based on 60,000,916 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the “Company”), as reported in the Company’s prospectus filed pursuant to Rule 424(b)(4) on May 23, 2018. Such shares of common stock consist of 53,670,467
shares issued and outstanding as of May 1, 2018, an offering of 5,432,583 shares by the Company, and the exercise of the underwriter’s option to purchase an additional 897,866 shares.
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CUSIP No. 90328S500
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SCHEDULE 13D
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSON
HEC Management GP LLC |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
10,140,172
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
10,140,172
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140,172
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%(2)
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14
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TYPE OF REPORTING PERSON
PN, IA
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_______________________________
(2) Calculated based on 60,000,916 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the “Company”), as reported in the Company’s prospectus filed pursuant to Rule 424(b)(4) on May 23, 2018. Such shares of common stock consist of 53,670,467
shares issued and outstanding as of May 1, 2018, an offering of 5,432,583 shares by the Company, and the exercise of the underwriter’s option to purchase an additional 897,866 shares.
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CUSIP No. 90328S500
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SCHEDULE 13D
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSON
Douglas L. Braunstein |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
10,140,172
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
10,140,172
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140,172
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9% (3)
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14
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TYPE OF REPORTING PERSON
IN
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_______________________________
(3) Calculated based on 60,000,916 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the “Company”), as reported in the Company’s prospectus filed pursuant to Rule 424(b)(4) on May 23, 2018. Such shares of common stock consist of 53,670,467
shares issued and outstanding as of May 1, 2018, an offering of 5,432,583 shares by the Company, and the exercise of the underwriter’s option to purchase an additional 897,866 shares.
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CUSIP No. 90328S500
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SCHEDULE 13D
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Page 5 of 7 Pages
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ITEM 1. SECURITY AND ISSUER
This amendment No. 2 to Schedule 13D (this “Amendment
No. 2”) relates to the Schedule 13D filed on May 20, 2019 (the “Initial 13D” and, as amended and supplemented through the date of this
Amendment No. 2, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the common stock, no par value (the “Shares”), of USA Technologies, Inc., a company organized under the laws of the State of Pennsylvania (the “Company”). Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D.
The Reporting Persons beneficially own an aggregate of 10,140,172 Shares (the “Subject Shares”). The Subject Shares represent approximately 16.9% of the issued and outstanding Shares based on 60,000,916 outstanding Shares, as reported in the Company’s prospectus filed pursuant to Rule
424(b)(4) on May 23, 2018. Such Shares consist of 53,670,467 Shares issued and outstanding as of May 1, 2018, an offering of 5,432,583 Shares by the Company, and the exercise of the underwriter’s option to purchase an additional 897,866 Shares.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
As of the date hereof, the Reporting Persons are deemed to beneficially own the Subject Shares as detailed in Items 1 and 5. The aggregate
purchase price for the Subject Shares is $55,229,461.97 (inclusive of brokerage commissions and other costs of execution).
The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Subject Shares was
derived from the respective capital of the HEC Funds.
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CUSIP No. 90328S500
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SCHEDULE 13D
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Page 6 of 7 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:
(a) and (b) Information about the number and percentage of Shares beneficially owned by the Reporting Persons is set forth in Item 1, and that
information is incorporated by reference herein.
(c) All transactions in the Shares effected during the past 60 days on behalf of an HEC Fund over which the Reporting Persons have investment
discretion are set forth in Exhibit 4 attached hereto and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:
Exhibit 4 Schedule of transactions effected during the last 60 days
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CUSIP No. 90328S500
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SCHEDULE 13D
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Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: September 27, 2019
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HUDSON EXECUTIVE CAPITAL LP
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By:
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HEC Management GP, LLC, its general partner
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By:
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/s/ Douglas L. Braunstein
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Name: Douglas L. Braunstein
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Title: Managing Member
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HEC MANAGEMENT GP LLC
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By:
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/s/ Douglas L. Braunstein
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Name: Douglas L. Braunstein
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Title: Managing Member
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DOUGLAS L. BRAUNSTEIN
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By:
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/s/ Douglas L. Braunstein
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Douglas L. Braunstein
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EXHIBIT 4
Schedule of Transactions in Shares
The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of
the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 pm, New York City time, on September 27, 2019.
USA Technologies, Inc.
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Trade Date
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Transaction
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Security
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Quantity Bought (Sold)
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Unit Cost(1)
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8/1/2019
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Buy
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Common Stock
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1,000,252
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$6.93(2)
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8/5/2019
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Sell Short
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European Put Options
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(5,300)
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$1.40
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9/19/2019
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Buy to Cover
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Call Option
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12,500
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$0.50
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9/23/2019
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Buy
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Common Stock
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143,200
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$4.46(3)
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9/24/2019
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Buy
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Common Stock
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20,000
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$4.40
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9/25/2019
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Buy
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Common Stock
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1,176,000
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$4.43(4)
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9/26/2019
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Buy
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Common Stock
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605,000
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$4.87(5)
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(1) Excludes brokerage commissions and other costs of execution.
(2) The price reported is a weighted average price. These Shares were bought in transactions at prices ranging from $6.60 to $6.93, inclusive.
Hudson Executive and the other Reporting Persons undertake to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares bought at
each separate price within the range set forth in this footnote 2.
(3) The price reported is a weighted
average price. These Shares were bought in transactions at prices ranging from $4.37 to $4.50, inclusive. Hudson Executive and the other Reporting Persons undertake to provide the Company, any security holder of the Company, or the staff of the
Securities and Exchange Commission, upon request, full information regarding the number of Shares bought at each separate price within the range set forth in this footnote 3.
(4) The price reported is a weighted average price. These Shares were bought in transactions at prices
ranging from $4.14 to $5.10, inclusive. Hudson Executive and the other Reporting Persons undertake to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of Shares bought at each separate price within the range set forth in this footnote 4.
(5) The price reported is a weighted average price. These Shares were bought in transactions at prices
ranging from $4.50 to $5.15, inclusive. Hudson Executive and the other Reporting Persons undertake to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of Shares bought at each separate price within the range set forth in this footnote 5.