0001567619-20-005837.txt : 20200306
0001567619-20-005837.hdr.sgml : 20200306
20200306164119
ACCESSION NUMBER: 0001567619-20-005837
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200304
FILED AS OF DATE: 20200306
DATE AS OF CHANGE: 20200306
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hudson Executive Capital LP
CENTRAL INDEX KEY: 0001652522
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33365
FILM NUMBER: 20695374
BUSINESS ADDRESS:
STREET 1: 570 LEXINGTON AVENUE, 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 521-8495
MAIL ADDRESS:
STREET 1: 570 LEXINGTON AVENUE, 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HEC Management GP LLC
CENTRAL INDEX KEY: 0001700567
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33365
FILM NUMBER: 20695375
BUSINESS ADDRESS:
STREET 1: 1185 AVENUE OF THE AMERICAS, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: (212) 521-8495
MAIL ADDRESS:
STREET 1: 1185 AVENUE OF THE AMERICAS, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Braunstein Douglas L
CENTRAL INDEX KEY: 0001495110
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33365
FILM NUMBER: 20695376
MAIL ADDRESS:
STREET 1: HUDSON EXECUTIVE CAPITAL LP
STREET 2: 570 LEXINGTON AVENUE, 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: USA TECHNOLOGIES INC
CENTRAL INDEX KEY: 0000896429
STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578]
IRS NUMBER: 232679963
STATE OF INCORPORATION: PA
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 100 DEERFIELD LANE
STREET 2: SUITE 300
CITY: MALVERN
STATE: PA
ZIP: 19355
BUSINESS PHONE: 6109890340
MAIL ADDRESS:
STREET 1: 100 DEERFIELD LANE
STREET 2: SUITE 300
CITY: MALVERN
STATE: PA
ZIP: 19355
FORMER COMPANY:
FORMER CONFORMED NAME: USA ENTERTAINMENT CENTER INC
DATE OF NAME CHANGE: 19931029
4
1
doc1.xml
FORM 4
X0306
4
2020-03-04
0
0000896429
USA TECHNOLOGIES INC
USAT
0001652522
Hudson Executive Capital LP
570 LEXINGTON AVENUE, 35TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001700567
HEC Management GP LLC
570 LEXINGTON AVENUE, 35TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001495110
Braunstein Douglas L
570 LEXINGTON AVENUE, 35TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Long Put Option (right to sell)
7.00
2020-03-04
4
J
0
5300
0.70
A
2020-03-20
2020-03-20
Common Stock
530000
0
I
See footnotes
Order executed by the Reporting Persons (defined below) to close out the outstanding short put option (obligation to buy), for 530,000 shares of common stock of USA Technologies Inc. (the "Company"), as reported by the Reporting Persons on a Form 4 filed with the Securities and Exchange Commission on August 5, 2019, and as amended on March 6, 2020. This outstanding put option was in place before the board of directors of the Company adopted a shareholder rights plan on October 18, 2019. If the Reporting Persons had not closed out this outstanding put option, then it is possible that the counterparty thereto could have exercised it on the expiration date of March 20, 2020, and required the Reporting Persons to acquire additional shares of common stock of the Company. By closing out the position, this is no longer possible.
In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").
Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).
Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
HUDSON EXECUTIVE CAPITAL LP, By: HEC Management GP LLC, its general partner, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member
2020-03-06
HEC MANAGEMENT GP LLC, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member
2020-03-06
DOUGLAS L. BRAUNSTEIN, /s/ Douglas L. Braunstein
2020-03-06