SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)1

USA Technologies, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

90328S401

(CUSIP Number)

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 7, 2014

(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 § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON S.A.V.E. PARTNERS IV, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 1,727,781
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,727,781
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,727,781
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14	TYPE OF REPORTING PERSON OO

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CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON LOCKE PARTNERS I LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 1,727,781
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,727,781
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,727,781
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14	TYPE OF REPORTING PERSON OO

3

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON BRADLEY M. TIRPAK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 134,140 (1)
	8	SHARED VOTING POWER 1,727,781
	9	SOLE DISPOSITIVE POWER 134,140 (1)
	10	SHARED DISPOSITIVE POWER 1,727,781
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,861,921 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%
14	TYPE OF REPORTING PERSON IN

(1) Includes 10 shares of Common Stock issuable upon conversion of 1,000 shares of Series A Convertible Preferred Stock of the Company owned directly by Mr. Tirpak.

4

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON CRAIG W. THOMAS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,727,781
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,727,781
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,727,781
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14	TYPE OF REPORTING PERSON IN

5

CUSIP NO. 90328S401

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”).  This Amendment No. 5 amends the Schedule 13D as specifically set forth.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 1,727,781 Shares owned directly by S.A.V.E. is approximately $2,430,467, including brokerage commissions.  The Shares owned directly by S.A.V.E. were acquired with its working capital (which may, at any given time, including margin loans made by brokerage firms in the ordinary course of business).

The aggregate purchase price of the 134,130Shares owned directly by Mr. Tirpak is approximately $232,223, excluding brokerage commissions.  The aggregate purchase price of the 1,000 shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) owned directly by Mr. Tirpak is approximately $9,500, excluding brokerage commissions.  The foregoing securities were acquired with personal funds.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 8, 2014, S.A.V.E. delivered a letter to the Board of Directors (the “Board”) of the Issuer calling upon the Board to immediately commence a process to explore and evaluate all potential strategic alternatives, including a sale of the Issuer, to maximize value for all shareholders.  The letter to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Items 5(a) - (c) are hereby amended and restated to read as follows:

(a)           The aggregate percentage of Shares reported owned by each Reporting Person is based upon 34,083,910 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2013.

As of the close of business on January 8, 2014, S.A.V.E. beneficially owned 1,727,781 Shares, constituting approximately 5.1% of the Shares outstanding.  By virtue of their relationships with S.A.V.E. discussed in further detail in Item 2, each of Locke and Messrs. Tirpak and Thomas may be deemed to beneficially own the Shares beneficially owned by S.A.V.E.

As of the close of business on January 8, 2014, Mr. Tirpak directly owned 134,140 Shares, including 10 Shares issuable upon conversion of 1,000 shares of Series A Preferred Stock directly owned by Mr. Tirpak, constituting less than one percent of the Shares outstanding.

(b)           By virtue of their relationships with S.A.V.E. and Locke discussed in further detail in Item 2, Messrs. Tirpak and Thomas share the power to vote and dispose of the Shares beneficially owned by S.A.V.E.  Mr. Tirpak has the sole power to vote and dispose of the Shares directly owned by Mr. Tirpak.

6

CUSIP NO. 90328S401

(c)           Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons during the past 60 days.  All of such transactions were effected in the open market, unless otherwise noted.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Letter to the Board, dated January 8, 2014.

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CUSIP NO. 90328S401

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 9, 2014	S.A.V.E. PARTNERS IV, LLC
	By:	Locke Partners I LLC
		Managing Member
	By:	/s/ Craig W. Thomas
	Name:	Craig W. Thomas
	Title:	Co-Managing Member

LOCKE PARTNERS I LLC
By:	/s/ Craig W. Thomas
Name:	Craig W. Thomas
Title:	Co-Managing Member

/s/ Bradley M. Tirpak

BRADLEY M. TIRPAK

/s/ Craig W. Thomas

CRAIG W. THOMAS

8

CUSIP NO. 90328S401

SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common Stock Purchased/(Sold)	Price Per Share($)	Date of Purchase/Sale
S.A.V.E. PARTNERS IV, LLC
34,448	1.6341	9/30/2013
398,504	1.6689	10/1/2013
107,200	1.6500	10/2/2013
17,800	1.6500	10/2/2013
4,700	1.4172	10/9/2013
(170,787)	1.9085	10/29/2013
(39,613)	1.8873	10/30/2013
(26,748)	1.8925	10/31/2013
(2,000)	1.8535	11/1/2013
(25,100)	1.8684	11/4/2013
(29,240)	1.8186	11/6/2013
(20,715)	1.8073	11/7/2013
(12,746)	1.8188	11/8/2013
(24,929)	1.8074	11/11/2013
(78,062)	1.8562	11/12/2013
(16,987)	1.8200	11/14/2013
(45,564)	1.9240	12/4/2013
(22,800)	1.9046	12/5/2013
(5,762)	1.8515	12/9/2013
(26,132)	2.2989	1/6/2014
(248,639)	2.2623	1/7/2014
(71,657)	2.2650	1/8/2014

EX-99.1

Exhibit 99.1

Shareholder Advocates for Value Enhancement

January 8, 2014

Board of Directors

USA Technologies, Inc.

100 Deerfield Lane, Suite 140

Malvern, Pennsylvania  19355

To the Board of Directors,

As you know, S.A.V.E. Partners IV, LLC has been the largest shareholder of USA Technologies, Inc. (“USAT” or the “Company”) for almost two years and has closely followed the Company even longer.

We have reviewed the Company’s recent performance and, based on our extensive knowledge of the Company and its industry, we believe it is time for the Company to immediately commence a process to explore and evaluate all potential strategic alternatives. Specifically, we believe a sale of the Company to a larger, better capitalized entity is the best course to maximize value for all shareholders.

Despite its growth in connections, the Company remains substantially undervalued. According to a January 2, 2014 report from Barrington Research, a brokerage firm that covers the Company, USAT trades at a multiple of EBITDA that is one of the lowest among the 28 electronic transaction processing companies researched by Barrington. According to that report, the average transaction processing stock trades at 13.1x EBITDA.  Analysts currently estimate USAT will generate $9.4 million of EBITDA in CY 2014; using that multiple, the Company’s core business would be valued at over $3.00 per share.   We can debate the reasons for this valuation gap, but the fact is USAT has traded and continues to trade at a material discount to its peers.

In addition, USAT has substantial asset value in the form of its net operating loss carryforwards and other deferred tax assets (“NOLs”) approximating $200 million.  We believe that, with the proper tax planning and structuring of a transaction, the Company’s sizable NOLs would hold significant value for an acquiring company, whereas they are currently a wasting asset losing value each year.

Given USAT’s inherent value that we believe could be unlocked by a better capitalized entity with an enhanced management team, we strongly believe that a sale of the Company could produce immediate and certain value for USAT’s shareholders in the range of $4.00-$6.00 per share.

With the payment space rapidly evolving and extremely well-capitalized companies emerging as formidable competitors, we believe that the Company should explore a sale immediately.  Clearly, given USAT’s current position in relation to its potential value, we believe it would be negligent for the Board to fail to give serious consideration to all potential options to maximize value for all shareholders.

Sincerely,

/s/ Bradley M. Tirpak and /s/ Craig W. Thomas

Bradley M. Tirpak and Craig W. Thomas

S.A.V.E. Partners IV, LLC