UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
USA Technologies, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
90328S500
(CUSIP Number)
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
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 30, 2020
(Date of Event Which Requires Filing of This Statement)
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).





           
CUSIP No. 90328S500
 
SCHEDULE 13D
 
Page 2 of 7 Pages
 
               
 
1
 
NAMES OF REPORTING PERSON
Hudson Executive Capital LP
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
OO
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
SOLE VOTING POWER
0
   
8
SHARED VOTING POWER
11,020,765
   
9
SOLE DISPOSITIVE POWER
0
   
10
SHARED DISPOSITIVE POWER
11,020,765
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,020,765
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%(1)
 
14
 
TYPE OF REPORTING PERSON
PN, IA
     
 
(1)
Calculated based on 65,192,929 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the “Company”), which includes 64,557,336 shares outstanding as reported in the Company’s Form 10-Q for the fiscal quarter ended March 31, 2020 and 635,593 shares issued as reimbursement for expenses incurred by Hudson Executive Capital LP.






           
CUSIP No. 90328S500
 
SCHEDULE 13D
 
Page 3 of 7 Pages
 
               
 
1
 
NAMES OF REPORTING PERSON
HEC Management GP LLC
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
OO
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
SOLE VOTING POWER
0
   
8
SHARED VOTING POWER
11,020,765
   
9
SOLE DISPOSITIVE POWER
0
   
10
SHARED DISPOSITIVE POWER
11,020,765
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,020,765
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%(2)
 
14
 
TYPE OF REPORTING PERSON
PN, IA
     
 
(2)
Calculated based on 65,192,929 shares of outstanding common stock, no par value, of the Company, which includes 64,557,336 shares outstanding as reported in the Company’s Form 10-Q for the fiscal quarter ended March 31, 2020 and 635,593 shares issued as reimbursement for expenses incurred by Hudson Executive Capital LP.






           
CUSIP No. 90328S500
 
SCHEDULE 13D
 
Page 4 of 7 Pages
 
               
 
1
 
NAMES OF REPORTING PERSON
Douglas L. Braunstein
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
OO
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
SOLE VOTING POWER
135,409
   
8
SHARED VOTING POWER
11,020,765
   
9
SOLE DISPOSITIVE POWER
135,409
   
10
SHARED DISPOSITIVE POWER
11,020,765
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,156,174
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1% (3)
 
14
 
TYPE OF REPORTING PERSON
IN
     
 
(3)
Calculated based on 65,328,338 shares of outstanding common stock, no par value, of the Company, which includes 64,557,336 shares outstanding as reported in the Company’s Form 10-Q for the fiscal quarter ended March 31, 2020, 635,593 shares issued as reimbursement for expenses incurred by Hudson Executive Capital LP and 135,409 shares issuable in connection with the vesting of Restricted Stock Units and non-qualified stock options granted to Mr. Braunstein.






         
CUSIP No. 90328S500
 
SCHEDULE 13D
 
Page 5 of 7 Pages

ITEM 1. SECURITY AND ISSUER
This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) 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. 11, 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. 1 shall have the meanings set forth in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended and supplemented by adding the following information:

On May 6, 2020, Mr. Braunstein was granted a total of 15,409 Restricted Stock Units (“RSUs”) for his service as a director of the Company. Each of the RSUs represent a nontransferable right to receive one Share. The RSUs vest and become exercisable on the first anniversary of the date of the grant subject to continued service, with accelerated prorated vesting upon a separation from service in accordance with the applicable award agreement. Mr. Braunstein was also granted 120,000 non-qualified stock options with an exercise price of $6.49 per share. The options vest and become exercisable as follows: (i) 25% of the options vest on the first anniversary of the date of grant subject to continued service, with accelerated prorated vesting upon a separation from service in accordance with the applicable award agreement, and (ii) the remaining 75% of the options vest in equal quarterly installments on the three anniversaries following the initial vesting date subject to continued service.

On June 30, 2020, the Company issued 635,593 Shares to the HEC Funds in satisfaction of the reimbursement of $4,500,000 of the third party costs and expenses incurred by Hudson Executive Capital LP in connection with its proxy solicitation (reflecting a price per share of $7.08).

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and supplemented by adding the following information:

(a), (b) Hudson Executive, as the investment adviser to the HEC Funds, and Management GP, as the general partner of Hudson Executive, may be deemed to beneficially own and share power to vote or direct the vote of (and share power to dispose or direct the disposition of) 11,020,765 Shares, which represents 16.9% of the issued and outstanding based on 65,192,929 outstanding Shares, which includes 64,557,336 Shares outstanding as reported in the Company’s Form 10-Q for the fiscal quarter ended March 31, 2020 and 635,593 Shares issued as reimbursement for expenses incurred by Hudson Executive.

By virtue of his role with respect to Hudson Executive and Management GP, Mr. Braunstein may be deemed to share power to vote or direct the vote of (and share power to dispose or direct the disposition of) 11,020,765 Shares. Mr. Braunstein has the sole power to vote or direct the vote of (and dispose or direct the disposition of) 135,409 Shares issuable upon (i) the vesting of 15,409 RSUs granted to him and (ii) the vesting and exercise of 120,000 non-qualified stock options granted to him. Mr. Braunstein beneficially owns an aggregate of 11,156,174 Shares, which represents 17.1% of the issued and outstanding based on 65,328,338 outstanding Shares, which includes 64,557,336 Shares outstanding as reported in the Company’s Form 10-Q for the fiscal quarter ended March 31, 2020, 635,593 Shares issued as reimbursement for expenses incurred by Hudson Executive and 135,409 Shares issuable in connection with the vesting of RSUs and non-qualified stock options granted to Mr. Braunstein.

(c) Except as described in Item 3 above, none of the Reporting Persons has effected any transactions in the Shares during the past 60 days.






         
CUSIP No. 90328S500
 
SCHEDULE 13D
 
Page 6 of 7 Pages

(d) The HEC Funds have the right to receive dividends from, and the proceeds from the sale of, the 11,020,765 Shares held by the HEC Funds. Mr. Braunstein will have the right to receive dividends from, and the proceeds from the sale of, any Shares owned in his individual capacity. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported in this Amendment No. 11.





         
CUSIP No. 90328S500
 
SCHEDULE 13D
 
Page 7 of 7 Pages
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: July 2, 2020
  HUDSON EXECUTIVE CAPITAL LP
 
       
  By:
HEC Management GP, LLC, its general partner
 
       

By:
/s/ Douglas L. Braunstein
 
    Name: Douglas L. Braunstein
 
    Title: Managing Member
 
       
  HEC MANAGEMENT GP LLC
 
       

By:
/s/ Douglas L. Braunstein
 
    Name: Douglas L. Braunstein
 
    Title: Managing Member
 
       
  DOUGLAS L. BRAUNSTEIN
 
       

By:
/s/ Douglas L. Braunstein
 
    Douglas L. Braunstein