Item 1. Security and Issuer
This Amendment No. 7 (this Amendment No. 7) amends the Schedule 13D originally filed on
October 16, 2019, as amended by Amendment No. 1, filed on November 13, 2019, by Amendment No. 2, filed on December 31, 2019, and Amendment No. 3, filed on February 3, 2020, by Amendment No. 4, filed on
April 29, 2020, by Amendment No. 5, filed on October 15, 2020, by Amendment No. 6 filed on December 14, 2020 (collectively, the Original Schedule 13D, and together with this Amendment No. 7, this
Schedule 13D). This Amendment No. 7 relates to the common stock, without par value (Common Stock), of USA Technologies, Inc., a Pennsylvania corporation (USAT or the
Issuer). The address of the principal executive office of USAT is 100 Deerfield Lane, Suite 140, Malvern, PA 19355.
Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Original
Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 7 shall have the meanings ascribed to them in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby deleted and replaced in its entirety with the following:
(a) The Reporting Persons beneficially own, in the aggregate, 4,000,000 shares of Common Stock pursuant to the Stock Purchase Agreement,
certain transactions effected subsequent to the execution of the Stock Purchase Agreement and set forth in the Original Schedule 13D, and certain subsequent transactions set forth in Schedule I attached hereto. The description of the Stock
Purchase Agreement set forth in Item 6 of the Original Schedule 13D is incorporated by reference herein in response to this Item 5.
As of
the date hereof, the Reporting Persons have the following interest in securities of USAT:
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Name
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Shares of
Common Stock
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Percentage of Class
Represented
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Antara Master Fund
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4,000,000
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6.13
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%
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Antara Capital
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4,000,000
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6.13
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%
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Antara GP
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4,000,000
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6.13
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%
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Antara Fund GP
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4,000,000
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6.13
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%
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Himanshu Gulati
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4,000,000
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6.13
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%
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Antara Capital beneficially owns 4,000,000 shares of Common Stock, which includes 4,000,000 shares of Common
Stock owned by Antara Capital Master Fund LP, which includes the Swap Shares, representing approximately 6.13% of the issued and outstanding Common Stock of USAT.
Antara Master Fund beneficially owns 4,000,000 shares of Common Stock (i) issued pursuant to the Stock Purchase Agreement,
(ii) acquired pursuant to certain transactions effected subsequent to the execution of the Stock Purchase Agreement and set forth in the Original Schedule 13D, (iii) acquired pursuant to certain swap transactions, and (iv) acquired
pursuant to certain subsequent transactions set forth on Schedule I attached hereto, representing approximately 6.13% of the issued and outstanding Common Stock of USAT.
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