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Filing Details

Accession Number:: 0001104659-24-026192
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-02-21 20:02:38
Reporting Period:: 2024-02-20

Accepted Time:: 2024-02-21 20:02:38
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	No	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

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2023-02-20	2,884,584	$0.00	9,361,276	No	4	J	Indirect	See Footnotes
Common Stock	Disposition	2023-02-21	90,582	$6.30	9,270,694	No	4	S	Indirect	See Footnotes

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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	20,212	Direct

Footnotes

This filing reports in-kind distribution of Issuer shares to the limited partners of special purpose vehicle HEC SPV IV LP. No consideration was paid in connection with these distributions. To further facilitate the return of capital to those limited partners, the Reporting Persons (defined below) sold 90,582 Issuer shares, including certain legended shares, and intent to distribute the net proceeds from those sales to the limited partners. The Reporting Persons have no current plans to sell any other shares of this Issuer but reserve their right to do so in their discretion.
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 sold in multiple transactions through a broker-dealer at prices ranging from $6.22 to $6.53, inclusive. The Reporting Persons undertake to provide the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
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.