Filing Details

The remainder of this cover page shall be filled out for a reporting persons 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.

CUSIP No.   90328S500

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

4,522,672

Shared Voting Power

0

Sole Dispositive Power

4,522,672

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

4,522,672

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

Percent of class represented by amount in row (9)

7.54%¹

Type of Reporting Person (See Instructions)

IN

Based on 60,000,916 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the Company), as reported in the Companys 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 underwriters option to purchase an additional 897,866 shares.

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

4,522,672

Shared Voting Power

0

Sole Dispositive Power

4,522,672

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

4,522,672

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

Percent of class represented by amount in row (9)

7.54%²

Type of Reporting Person (See Instructions)

CO

Based on 60,000,916 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the Company), as reported in the Companys 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 underwriters option to purchase an additional 897,866 shares.

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

4,522,672

Shared Voting Power

0

Sole Dispositive Power

4,522,672

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

4,522,672

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

Percent of class represented by amount in row (9)

7.54%³

Type of Reporting Person (See Instructions)

CO

Based on 60,000,916 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the Company), as reported in the Companys 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 underwriters option to purchase an additional 897,866 shares.

Name of Issuer: USA Technologies, Inc.

Address of Issuers Principal Executive Offices: 100 Deerfield Lane, Suite 140, 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: 4,522,672

Percent of Class: 7.54%⁴

Number of shares as to which such person has:

Sole power to vote or to direct the vote: 4,522,672

Shared power to vote or to direct the vote: 0

Sole power to dispose or to direct the disposition of: 4,522,672

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

Based on 60,000,916 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the Company), as reported in the Companys 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 underwriters option to purchase an additional 897,866 shares.

Ownership of Five Percent or Less of a Class.

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