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.

Names of Reporting Persons

Drs F.H. Fentener van Vlissingen

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☐

Sec Use Only

Citizenship or Place of Organization

Amsterdam, The Netherlands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

3,300,052

Shared Voting Power

0

Sole Dispositive Power

3,300,052

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

3,300,052

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

Percent of class represented by amount in row (9)

5.2%¹

Type of Reporting Person (See Instructions)

IN

Based on 63,825,304 shares outstanding as of November 1, 2019, as such number was provided in the issuer’s Form 10-Q filed with the SEC on November 12, 2019.

Names of Reporting Persons

Malabar Hill NV

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☐

Sec Use Only

Citizenship or Place of Organization

Amsterdam, The Netherlands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

3,300,052

Shared Voting Power

0

Sole Dispositive Power

3,300,052

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

3,300,052

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

Percent of class represented by amount in row (9)

5.2%²

Type of Reporting Person (See Instructions)

CO

Based on 63,825,304 shares outstanding as of November 1, 2019, as such number was provided in the issuer’s Form 10-Q filed with the SEC on November 12, 2019.

Names of Reporting Persons

Oakland Hills BV

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☐

Sec Use Only

Citizenship or Place of Organization

Amsterdam, The Netherlands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

3,300,052

Shared Voting Power

0

Sole Dispositive Power

3,300,052

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

3,300,052

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

Percent of class represented by amount in row (9)

5.2%³

Type of Reporting Person (See Instructions)

CO

Based on 63,825,304 shares outstanding as of November 1, 2019, as such number was provided in the issuer’s Form 10-Q filed with the SEC on November 12, 2019.

Name of Issuer: USA Technologies, Inc.

Address of Issuer’s Principal Executive Offices: 100 Deerfield Lane, Suite 300, Malvern, PA 19355

Name of Person Filing: Oakland Hills BV directly owns all of the shares reported on this Schedule 13G/A. Malabar Hill NV, as the statutory director of Oakland Hills BV, and Drs F.H. Fentener van Vlissingen, as statutory director of Malabar Hill NV, have voting and dispositive power over the shares held by Oakland Hills BV.

Address of Principal Business Office or, if None, Residence: Albert Hahnplantsoen 23, 1077 BM, Amsterdam, The Netherlands

Citizenship: The Netherlands

Title and Class of Securities: Common stock, no par value

CUSIP No.: 90328S500

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable

Ownership

Amount Beneficially Owned: 3,300,052

Percent of Class: 5.2%⁴

Number of shares as to which such person has:

Sole power to vote or to direct the vote: 3,300,052

Shared power to vote or to direct the vote: 0

Sole power to dispose or to direct the disposition of: 3,300,052

Shared power to dispose or to direct the disposition of: 0

Ownership of Five Percent or Less of a Class.

Based on 63,825,304 shares outstanding as of November 1, 2019, as such number was provided in the issuer’s Form 10-Q filed with the SEC on November 12, 2019.

Ownership of more than Five Percent on Behalf of Another Person. Not applicable.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. Not applicable.

Identification and classification of members of the group. Not applicable.

Notice of Dissolution of Group. Not applicable.

Certifications.

Exhibit

Number

Title

execute for and on behalf of the undersigned, (i) Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder, (ii) Schedules 13D and 13G in accordance with Section 13 of the Exchange Act and the rules thereunder, and (iii) any other forms or reports the undersigned may be required to file in connection with the Reporting Person’s ownership, acquisition, or disposition of securities of USA Technologies, Inc. (the “Company”);

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to (i) complete and execute any such Forms 3, 4 or 5 or Schedules 13D or 13G, (ii) complete and execute any amendment or amendments thereto, and (iii) timely file such forms or reports with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in his discretion.