Amended Statement of Beneficial Ownership (sc 13d/a)
2019年11月23日 - 5:53AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
November 21, 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.
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP No. 90328S500
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SCHEDULE 13D
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Page
2
of 6 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
(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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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%(1)
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14
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TYPE OF REPORTING
PERSON
PN, IA
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(1)
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Calculated based on 63,825,304 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the
Company), as reported in the Companys Form 10-Q for the fiscal quarter ended September 30, 2019.
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CUSIP No. 90328S500
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SCHEDULE 13D
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Page
3
of 6 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
(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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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)
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Calculated based on 63,825,304 shares of outstanding common stock, no par value, of the Company as reported in
the Companys Form 10-Q for the fiscal quarter ended September 30, 2019.
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CUSIP No. 90328S500
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SCHEDULE 13D
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Page
4
of 6 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
(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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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
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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%(3)
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14
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TYPE OF REPORTING
PERSON
IN
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(3)
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Calculated based on 63,825,304 shares of outstanding common stock, no par value, of the Company as reported in
the Companys Form 10-Q for the fiscal quarter ended September 30, 2019.
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CUSIP No. 90328S500
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SCHEDULE 13D
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Page
5
of 6 Pages
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 6 to Schedule 13D (this Amendment No. 6) 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. 6, 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. 6 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 63,825,304 outstanding Shares, as reported in the Companys Form 10-Q for the fiscal quarter ended September 30, 2019.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the
Schedule 13D is hereby amended and supplemented by adding the following information:
On November 21, 2019, the Court of Common Pleas of Chester
County, Pennsylvania (the Court) ordered USAT to hold its annual meeting of shareholders on or before April 30, 2020. Consistent with the Courts order, which was consented to by USAT and Hudson Executive following oral
arguments, Hudson Executive is suspending its solicitation of revocable consents to request a special meeting of the Companys shareholders.
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CUSIP No. 90328S500
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SCHEDULE 13D
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Page
6
of 6 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: November 22, 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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USA Technologies (NASDAQ:USATP)
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USA Technologies (NASDAQ:USATP)
過去 株価チャート
から 6 2023 まで 6 2024
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