Filing Details

*	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.

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 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.

(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.

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

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