Filing Details
- Accession Number:
- 0000914121-19-002750
- Form Type:
- 13D Filing
- Publication Date:
- 2019-10-16 17:07:00
- Filed By:
- Hudson Executive Capital
- Company:
- Cantaloupe Inc. (NASDAQ:CTLP)
- Filing Date:
- 2019-10-16
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Hudson Executive Capital | 0 | 10,385,172 | 0 | 10,385,172 | 10,385,172 | 16.3% |
| HEC Management GP | 0 | 10,385,172 | 0 | 10,385,172 | 10,385,172 | 16.3% |
| Douglas L. Braunstein | 0 | 10,385,172 | 0 | 10,385,172 | 10,385,172 | 16.3% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
| USA Technologies, Inc. |
| (Name of Issuer) |
| Common Stock, no par value |
| (Title of Class of Securities) |
| 90328S500 |
| (CUSIP Number) |
Michael D. Pinnisi
Hudson Executive Capital LP
570 Lexington Avenue, 35th Floor
New York, NY 10022
(212) 521-8495
with a copy to:
Richard M. Brand
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| October 14, 2019 |
| (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.
*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.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 90328S500 | SCHEDULE 13D | Page 2 of 7 Pages | ||||
| 1 | NAMES OF REPORTING PERSON Hudson Executive Capital LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐(b) ☐ | ||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 10,385,172 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 10,385,172 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,385,172 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.3%(1) | |||||
| 14 | TYPE OF REPORTING PERSON PN, IA | |||||
_______________________________
(1) Calculated based on 63,808,481 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the “Company”). Such shares of common stock consist of
60,008,481 shares issued and outstanding as of September 19, 2019 as reported in the Company’s Form 10-K for the fiscal year ended June 30, 2019, and the 3,800,000 shares issued pursuant to the Stock Purchase Agreement dated October 9, 2019 between
the Company and Antara Capital Master Fund LP as reported in the Company’s Form 8-K dated October 9, 2019.
| CUSIP No. 90328S500 | SCHEDULE 13D | Page 3 of 7 Pages | ||||
| 1 | NAMES OF REPORTING PERSON HEC Management GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐(b) ☐ | ||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 10,385,172 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 10,385,172 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,385,172 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.3%(2) | |||||
| 14 | TYPE OF REPORTING PERSON PN, IA | |||||
_______________________________
(2) Calculated based on 63,808,481 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the “Company”). Such shares of common stock consist of
60,008,481 shares issued and outstanding as of September 19, 2019 as reported in the Company’s Form 10-K for the fiscal year ended June 30, 2019, and the 3,800,000 shares issued pursuant to the Stock Purchase Agreement dated October 9, 2019 between
the Company and Antara Capital Master Fund LP as reported in the Company’s Form 8-K dated October 9, 2019.
| CUSIP No. 90328S500 | SCHEDULE 13D | Page 4 of 7 Pages | ||||
| 1 | NAMES OF REPORTING PERSON Douglas L. Braunstein | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐(b) ☐ | ||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 10,385,172 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 10,385,172 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,385,172 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.3% (3) | |||||
| 14 | TYPE OF REPORTING PERSON IN | |||||
_______________________________
(3) Calculated based on 63,808,481 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the “Company”). Such shares of common stock consist of
60,008,481 shares issued and outstanding as of September 19, 2019 as reported in the Company’s Form 10-K for the fiscal year ended June 30, 2019, and the 3,800,000 shares issued pursuant to the Stock Purchase Agreement dated October 9, 2019 between
the Company and Antara Capital Master Fund LP as reported in the Company’s Form 8-K dated October 9, 2019.
| CUSIP No. 90328S500 | SCHEDULE 13D | Page 5 of 7 Pages |
ITEM 1. SECURITY AND ISSUER
This amendment No. 3 to Schedule 13D (this “Amendment No. 3”) 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. 3, 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. 3 shall have the meanings set forth in the Schedule 13D.
The Reporting Persons beneficially own an aggregate of 10,385,172 Shares (the “Subject Shares”). The Subject Shares represent approximately 16.3% of the issued
and outstanding based on 63,808,481 outstanding Shares. Such Shares consist of 60,008,481 Shares issued and outstanding as of September 19, 2019 as reported in the Company’s Form 10-K for the fiscal year ended June 30, 2019, and the 3,800,000
Shares issued pursuant to the Stock Purchase Agreement dated October 9, 2019 between the Company and Antara Capital Master Fund LP as reported in the Company’s Form 8-K dated October 9, 2019.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
As of the date hereof, the Reporting Persons are deemed to beneficially own the Subject Shares as detailed in Items 1 and 5. The aggregate purchase price for the Subject Shares is $56,968,879.97 (inclusive of brokerage
commissions and other costs of execution).
The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Subject Shares was derived from the respective capital of the HEC Funds.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On October 14, 2019, the Reporting Persons issued a letter to the shareholders of the Company. The full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| CUSIP No. 90328S500 | SCHEDULE 13D | Page 6 of 7 Pages |
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:
(a) and (b) Information about the number and percentage of Shares beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein.
(c) All transactions in the Shares effected during the past 60 days on behalf of an HEC Fund over which the Reporting Persons have investment discretion are set forth in Exhibit 5 attached hereto and incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibits:
| CUSIP No. 90328S500 | SCHEDULE 13D | Page 7 of 7 Pages |
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: October 16, 2019
| HUDSON EXECUTIVE CAPITAL LP | |||
| By: | HEC Management GP, LLC, its general partner | ||
| | By: | /s/ Douglas L. Braunstein | |
| Name: Douglas L. Braunstein | |||
| Title: Managing Member | |||
| HEC MANAGEMENT GP LLC | |||
| | By: | /s/ Douglas L. Braunstein | |
| Name: Douglas L. Braunstein | |||
| Title: Managing Member | |||
| DOUGLAS L. BRAUNSTEIN | |||
| | By: | /s/ Douglas L. Braunstein | |
| Douglas L. Braunstein | |||