UNITED STATES
                                  SECURITIES AND EXCHANGE COMMISSION
                                               WASHINGTON, D.C. 20549


     DI VISION OF
CORPORATI ON FI NANCE


                                                                       November
14, 2019



  Douglas L. Braunstein
  Managing Member
  HEC Master Fund LP
  570 Lexington Avenue, 35th Floor
  New York, New York 10022

           Re:     USA Technologies, Inc.
                   PRRN14A amended proxy statement filing made on Schedule 14A
                   Filed on November 12, 2019 by Hudson Executive Capital LP,
et al.
                   File No. 001-33365

  Dear Mr. Braunstein,

           We have reviewed the above-captioned filing, and have the following
comments. Some
  of our comments may ask for additional information so that we may better
understand the disclosure.

          Please respond to this letter by amending the filing and/or by
providing the requested
  information. After reviewing any amendment to the filing and any information
provided in reply to
  these comments, we may have additional comments. If you do not believe our
comments apply to
  your facts and circumstances, and/or do not believe an amendment is
appropriate, please tell us why
  in a written response.
  Amendment No. 1 to Preliminary Proxy Statement filed under cover of Schedule
14A

  Letter to Shareholders | Form of Blue Consent
  1. Disclosure has been made in both of the above-captioned locations that
indicates "Hudson
     strongly disagrees with the Company's assertion that our solicitation is
invalid." Section
     3.03(a) of the registrant's Amended and Restated Bylaws states, however,
that no special
     meeting of shareholders may be "requested" before USA Technologies holds
its annual
     meeting. Advise us, with a view towards revised disclosure, whether or not
the participants'
     "Consent to Request" as titled on the Form of Blue Consent and sought from
shareholders
     constitutes a "request" within the meaning of amended Section 3.03(a).

  2. We noticed the participants disclosed the risk that USA Technologies will
not recognize
     properly executed consents delivered by shareholders, and, accordingly,
may in turn refuse to
     call the Special Meeting even if the participants deliver the requisite
consents. Please
     supplement these disclosures to indicate, if true, that any legal question
surrounding the
     validity of such consents may ultimately be determined in a court of
competent jurisdiction.
 Douglas L. Braunstein
HEC Master Fund L.P.
November 14, 2019
Page 2

Why We Are Seeking to Call the Special Meeting, page 1

3. Proposal 1, by its terms, only contemplates the repeal of bylaws adopted by
the Board
   without the approval of the Company's shareholders "subsequent to October
18, 2019."
   Given that the registrant filed a Form 8-K on October 18, 2019 that included
multiple
   changes within the Amended and Restated Bylaws approved by the Board that
day, please
   advise us, with a view towards revised disclosure, whether the participants
intend to exclude
   from Proposal 1 the changes to the Bylaws approved and filed on October 18,
2019.

4. Please refer to the following statement: "Approval of Proposal 1 would also
result in the
   repeal of amendments adopted after October 18, 2019 that may be aligned with
the interests
   of the shareholders, if any." Use of the term "if any" in this context is
open to interpretation,
   and arguably could be read to qualify the reference to "amendments adopted
after October
   18." To remove the potential implication that no amendments to the
registrant's Amended
   and Restated Bylaws have occurred since October 18, please revise to
acknowledge that the
   registrant has since submitted two Form 8-K filings, and such filings
contain amendments to
   the Amended and Restated Bylaws in addition to those adopted on October 18.

         The preceding comments have been issued to help ensure that the
participants'
solicitation of consents, as regulated under Section 14(a) of the Securities
Exchange Act of 1934
and corresponding Regulation 14A thereunder, does not contravene Rule 14a-9.
Rule 14a-9, by
its terms, prohibits the omission of any material fact necessary in order to
make the statements
contained within the consent solicitation statement not false or misleading. In
addition, we
remind you that the participants are responsible for the accuracy and adequacy
of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

        You may contact me at (202) 551-3266 with any questions.


                                                              Sincerely,

                                                              /s/ Nicholas P.
Panos

                                                              Nicholas P. Panos
                                                              Senior Special
Counsel
                                                              Office of Mergers
& Acquisitions

 cc:   Richard M. Brand, Esq.