USA Technologies, Inc.
USA TECHNOLOGIES INC (Form: 4, Received: 08/25/2017 17:45:52)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LAWLOR MICHAEL K
2. Issuer Name and Ticker or Trading Symbol

USA TECHNOLOGIES INC [ USAT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Services Officer
(Last)          (First)          (Middle)

100 DEERFIELD LANE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

8/23/2017
(Street)

MALVERN, PA 19355
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   8/23/2017     A (1)    43128   A $0   94159   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Qualified Stock Option (Right to Buy)   $2.94                      (2) 1/12/2023   Common Stock   75000     75000   D    
Qualified Stock Option (Right to Buy)   $2.75                      (3) 4/8/2022   Common Stock   25000     25000   D    

Explanation of Responses:
(1)  Represents shares awarded to Mr. Lawlor under the Company's Fiscal Year 2017 Long-Term Incentive Performance Share Plan, which vest as follows: one-third upon issuance, one-third on 6/30/2018, and one-third on 6/30/ 2019.
(2)  The options vested or vest as follows: one-third on 1/12/2017; one-third on 1/12/2018; and one-third on 1/12/2019.
(3)  The options vested or vest as follows: one-third on 4/8/2016; one-third on 4/8/2017; and one-third on 4/8/2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LAWLOR MICHAEL K
100 DEERFIELD LANE
SUITE 300
MALVERN, PA 19355


Chief Services Officer

Signatures
Michael K. Lawlor 8/25/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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