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Filing Details

Accession Number:: 0001567619-21-022629
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-12-29 17:15:30
Reporting Period:: 2021-12-27

Accepted Time:: 2021-12-29 17:15:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
896429	Cantaloupe Inc.	CTLP	Calculating & Accounting Machines (No Electronic Computers) (3578)	232679963

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1495110	L Douglas Braunstein	C/O Cadwalader, Wickersham &Amp; Taft Llp 200 Liberty Street New York NY 10281	No	No	Yes	No
1652522	Hudson Executive Capital Lp	C/O Cadwalader, Wickersham &Amp; Taft Llp 200 Liberty Street New York NY 10281	Yes	No	Yes	No
1700567	Hec Management Gp Llc	C/O Cadwalader, Wickersham &Amp; Taft Llp 200 Liberty Street New York NY 10281	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-12-27	31,354	$8.11	12,027,119	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2021-12-28	55,281	$8.07	12,082,400	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2021-12-29	20,000	$7.99	12,102,400	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	25,015	Direct

Footnotes

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $8.05 to $8.15. The Reporting Persons (as defined below) undertake to provide Cantaloupe, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
In addition to Hudson Executive Capital LP ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").
Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).
Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $7.93 to $8.15. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $7.95 to $8.02. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
Represents Restricted Stock Units ("RSUs"), each of which represent a nontransferable right to receive one share of the Issuer's common stock. The RSUs vest and become exercisable on the first anniversary of the date of the grant subject to continued service (as defined in Cantaloupe, Inc.'s 2018 Equity Incentive Plan), with accelerated prorated vesting upon a separation from service in accordance with the applicable award agreement.
These securities are directly owned by Douglas L. Braunstein. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such securities.