Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 6:20PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment No. 1)
Under
the Securities Exchange Act of 1934
USA Technologies
Inc.
(Name of Issuer)
Common Stock
(Title of Class
of Securities)
90328S500
(CUSIP Number)
December
31, 2020
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
x
|
Rule
13d-1(b)
|
x
|
Rule
13d-1(c)
|
o
|
Rule
13d-1(d)
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*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 (“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).
Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
CUSIP No. 90328S500
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13G/A
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Page
2 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Ardsley Advisory
Partners LP
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2.
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check the appropriate box if a group*
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(a)
x
(b)
o
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3.
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sec use only
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4.
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citizenship or place
of organization
Delaware,
United States of America
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number of
shares
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5.
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sole voting power
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0
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beneficially
owned by
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6.
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shared voting power
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3,725,575
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each
reporting
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7.
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sole dispositive power
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0
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person with:
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8.
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shared dispositive power
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3,725,575
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9.
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aggregate amount beneficially owned by each reporting person
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3,725,575
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10.
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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5.71%
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12.
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type of reporting person (See Instructions)
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PN, IA
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CUSIP No. 90328S500
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13G/A
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Page
3 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Ardsley Advisory
Partners GP LLC
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2.
|
check the appropriate box if a group*
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(a)
x
(b)
o
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3.
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sec use only
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4.
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citizenship or place
of organization
Delaware,
United States of America
|
number of
shares
|
5.
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sole voting power
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0
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beneficially
owned by
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6.
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shared voting power
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3,725,575
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each
reporting
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7.
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sole dispositive power
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0
|
person with:
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8.
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shared dispositive power
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3,725,575
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9.
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aggregate amount beneficially owned by each reporting person
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3,725,575
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10.
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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5.71%
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12.
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type of reporting person (See Instructions)
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PN
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CUSIP No. 90328S500
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13G/A
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Page
4 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Philip J. Hempleman
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2.
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check the appropriate box if a group*
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(a)
x
(b)
o
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3.
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sec use only
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4.
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citizenship or place
of organization
United
States of America
|
number of
shares
|
5.
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sole voting power
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0
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beneficially
owned by
|
6.
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shared voting power
|
3,725,575
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each
reporting
|
7.
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sole dispositive power
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0
|
person with:
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8.
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shared dispositive power
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3,725,575
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9.
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aggregate amount beneficially owned by each reporting person
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3,725,575
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10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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5.71%
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12.
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type of reporting person (See Instructions)
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IN
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CUSIP No. 90328S500
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13G/A
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Page
5 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Ardsley Partners
I GP LLC
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2.
|
check the appropriate box if a group*
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(a)
x
(b)
o
|
3.
|
sec use only
|
4.
|
citizenship or place
of organization
Delaware,
United States of America
|
number of
shares
|
5.
|
sole voting power
|
0
|
beneficially
owned by
|
6.
|
shared voting power
|
3,725,575
|
each
reporting
|
7.
|
sole dispositive power
|
0
|
person with:
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8.
|
shared dispositive power
|
3,725,575
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9.
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aggregate amount beneficially owned by each reporting person
|
3,725,575
|
10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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5.71%
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12.
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type of reporting person (See Instructions)
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PN
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CUSIP
No. 90328S500
|
13G/A
|
Page
6 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Ardsley Partners
Renewable Energy Fund, L.P.
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2.
|
check the appropriate box if a group*
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(a)
x
(b)
o
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3.
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sec use only
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4.
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citizenship or place
of organization
Delaware,
United States of America
|
number of
shares
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5.
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sole voting power
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0
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beneficially
owned by
|
6.
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shared voting power
|
168,075
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each
reporting
|
7.
|
sole dispositive power
|
0
|
person with:
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8.
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shared dispositive power
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168,075
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9.
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aggregate amount beneficially owned by each reporting person
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168,075
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10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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0.26%
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12.
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type of reporting person (See Instructions)
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PN
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CUSIP No. 90328S500
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13G/A
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Page
7 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Ardsley Ridgecrest
Partners Fund, L.P.
|
2.
|
check the appropriate box if a group*
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(a)
x
(b)
o
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3.
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sec use only
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4.
|
citizenship or place
of organization
Delaware,
United States of America
|
number of
shares
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5.
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sole voting power
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0
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beneficially
owned by
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6.
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shared voting power
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9,500
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each
reporting
|
7.
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sole dispositive power
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0
|
person with:
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8.
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shared dispositive power
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9,500
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9.
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aggregate amount beneficially owned by each reporting person
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9,500
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10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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0.015%
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12.
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type of reporting person (See Instructions)
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PN
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CUSIP No. 90328S500
|
13G/A
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Page
8 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Ardsley Partners
fund II, L.P.
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2.
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check the appropriate box if a group*
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(a)
x
(b)
o
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3.
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sec use only
|
4.
|
citizenship or place
of organization
Delaware,
United States of America
|
number of
shares
|
5.
|
sole voting power
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0
|
beneficially
owned by
|
6.
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shared voting power
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559,020
|
each
reporting
|
7.
|
sole dispositive power
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0
|
person with:
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8.
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shared dispositive power
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559,020
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9.
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aggregate amount beneficially owned by each reporting person
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559,020
|
10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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0.86%
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12.
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type of reporting person (See Instructions)
|
PN
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CUSIP No. 90328S500
|
13G/A
|
Page
9 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Ardsley Partners
Advanced Healthcare Fund, L.P.
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2.
|
check the appropriate box if a group*
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(a)
x
(b)
o
|
3.
|
sec use only
|
4.
|
citizenship or place
of organization
Delaware,
United States of America
|
number of
shares
|
5.
|
sole voting power
|
0
|
beneficially
owned by
|
6.
|
shared voting power
|
2,988,980
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each
reporting
|
7.
|
sole dispositive power
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0
|
person with:
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8.
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shared dispositive power
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2,988,980
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9.
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aggregate amount beneficially owned by each reporting person
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2,988,980
|
10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
o
|
11.
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percent of class represented by amount in row (9)
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4.58%
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12.
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type of reporting person (See Instructions)
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PN
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CUSIP No. 90328S500
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13G/A
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Page
10 of 13 Pages
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Item
1.
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(a) Name
of Issuer:
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USA
Technologies, Inc.
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(b) Address
of Issuer’s Principal Executive Offices:
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100 DEERFIELD
LANE
SUITE 300
MALVERN PA 19355
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Item
2.
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(a) Name
of Person Filing:
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This
Schedule 13G (the “Schedule”) is being filed with respect to shares of Common Stock (as defined below) of USA
Technologies Inc. (the “Issuer”) which are beneficially
owned by Ardsley Advisory Partners LP (the “Advisor”), Ardsley Advisory Partners GP LLC (the “Advisor General
Partner”), Philip J. Hempleman (“Hempleman”), Ardsley Partners I GP LLC (the “General Partner”),
Ardsley Partners Renewable Energy Fund (the “Renewable Energy Fund”), Ardsley Ridgecrest Partners Fund, L.P. (the
“Ridgecrest Fund”), Ardsley Partners Fund II L.P. (the “Fund II”), and Ardsley Partners Advanced Healthcare
Fund, L.P. (the “Advanced Healthcare Fund”) (together, the “Reporting Persons”). See Item 4 below.
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(b) Address
of Principal Business Office or, if none, Residence:
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262
Harbor Drive
Stamford,
CT 06902
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(c) Citizenship:
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The
Advisory General Partner and the General Partner are Delaware limited liability companies. The Advisor, the Advisor General
Partner, Hempleman, the General Partner, the Renewable Energy Fund, the Ridgecrest Fund, the Fund II, and the Advanced Healthcare
Fund, L.P. are Delaware limited partnerships. Hempleman is a United States Citizen.
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(d)
Title of Class of Securities:
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Common
Stock
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(e) CUSIP
Number:
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90328S500
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
|
o
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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x
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP No. 90328S500
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13G/A
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Page
11 of 13 Pages
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Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1.
The Information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page for each Reporting
Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is
based on the 65,285,674 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer’s 10-Q/A, filed on February
5, 2021 with the SEC.
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Item 5.
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Ownership of Five Percent
or Less of a Class.
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If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: o.
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Item 6.
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Ownership of More Than
Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification
of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
CUSIP No. 90328S500
|
13G/A
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Page
12 of 13 Pages
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Item 8.
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Identification and Classification
of Members of the Group.
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See Exhibit
2
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Item 9.
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Notice of Dissolution
of Group.
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(a)
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The following certification
shall be included if the statement is filed pursuant to §240.13d-1(b) with respect to the Advisor:
By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect. x
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(b)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with
respect to the Advisory General Partner, the General Partner, Hempleman, the Renewable Energy Fund, the Healthcare Fund, the Fund
II, and the Ridgecrest Fund:
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect. x
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CUSIP No. 90328S500
|
13G/A
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Page
13 of 13 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.
February 11, 2021
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Date
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ARDSLEY ADVISORY PARTNERS LP
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By: Ardsley
Advisory Partners GP LLC, its general partner
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By:
Steve Napoli/ Member of its general partner
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Name/Title
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/s/
Steve Napoli
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Signature
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February 11, 2021
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Date
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ARDSLEY ADVISORY PARTNERS GP
LLC
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By:
Steve Napoli/ Member
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Name/Title
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/s/
Steve Napoli
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Signature
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February 11, 2021
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Date
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ARDSLEY PARTNERS I GP LLC
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By:
Steve Napoli/ Member
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Name/Title
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/s/
Steve Napoli
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Signature
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February 11, 2021
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Date
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PHILIP J. HEMPLEMAN
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By:
Steve Napoli/Attorney-in Fact for Philip J. Hempleman
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Name/Title
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/s/
Steve Napoli*
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Signature
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February 11, 2021
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Date
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ARDSLEY ADVANCED HEALTHCARE FUND, L.P.
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By:
Ardsley Partners I GP LLC, General Partner
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/s/
Steve Napoli
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Signature
|
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Steve
Napoli/Member of its general partner
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February 11, 2021
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Date
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ARDSLEY
PARTNERS RENEWABLE ENERGY FUND, L.P.
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By:
Ardsley Partners I GP LLC, General Partner
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/s/
Steve Napoli
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Signature
|
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Steve
Napoli/Member of its general partner
|
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February 11, 2021
|
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Date
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ARDSLEY
FUND II, L.P.
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By:
Ardsley Partners I GP LLC, General Partner
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/s/
Steve Napoli
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Signature
|
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Steve
Napoli/Member of its general partner
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February 11, 2021
|
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Date
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ARDSLEY
RIDGECREST PARTNERS FUND, L.P.
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By:
Ardsley Partners I GP LLC, General Partner
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/s/
Steve Napoli
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Signature
|
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Steve
Napoli/Member of its general partner
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February 11, 2021
|
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Date
|
*
Executed by Steve Napoli as Attorney-in-Fact for Philip J. Hempleman. The Power of Attorney for Mr. Hempleman is attached as Exhibit
2 to the Statement on Schedule 13G/A with respect to the Common Stock of Vaxgen, Inc., filed on February 15, 2006, and is incorporated
herein by reference.
The original
statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing
person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties for whom copies are to be sent.
Attention:
|
Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
|
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