Washington, D.C. 20549
(Amendment No. 3)
Michael D. Pinnisi
Richard M. Brand
*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.
CUSIP No. 90328S500
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SCHEDULE 13D
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSON
Hudson Executive Capital LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
10,385,172
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
10,385,172
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,385,172
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%(1)
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14
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TYPE OF REPORTING PERSON
PN, IA
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_______________________________
(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
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SCHEDULE 13D
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSON
HEC Management GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
10,385,172
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
10,385,172
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,385,172
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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☐
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%(2)
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14
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TYPE OF REPORTING PERSON
PN, IA
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_______________________________
(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
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SCHEDULE 13D
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSON
Douglas L. Braunstein
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
10,385,172
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9
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SOLE DISPOSITIVE POWER
0
|
10
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SHARED DISPOSITIVE POWER
10,385,172
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,385,172
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3% (3)
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14
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TYPE OF REPORTING PERSON
IN
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_______________________________
(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
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SCHEDULE 13D
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Page 5 of 7 Pages
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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
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SCHEDULE 13D
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Page 6 of 7 Pages
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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
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SCHEDULE 13D
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Page 7 of 7 Pages
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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
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HUDSON EXECUTIVE CAPITAL LP
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By:
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HEC Management GP, LLC, its general partner
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By:
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/s/ Douglas L. Braunstein
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Name: Douglas L. Braunstein
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Title: Managing Member
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HEC MANAGEMENT GP LLC
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By:
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/s/ Douglas L. Braunstein
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Name: Douglas L. Braunstein
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Title: Managing Member
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DOUGLAS L. BRAUNSTEIN
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By:
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/s/ Douglas L. Braunstein
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Douglas L. Braunstein
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